Common use of Board Representation Clause in Contracts

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until For as long as JD holds no less than twelve and half percent (12.5%) of the occurrence then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (2iii) including such nomination and recommendation regarding such individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate Company’s notice for any meeting of Designation Shareholders to elect directors, and (collectivelyiv) if necessary, expanding the “Series B Preferred Directors”)size of the Board in order to appoint the JD Director. (b) Until In the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly cause the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the JD Director for purposes of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”this Agreement). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, as provided in the Certificate Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until From and after the occurrence Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an Investor Rights Termination Event“independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ or pursuant to applicable law, including the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) there at the next scheduled meeting of the Board, which shall be five (5) directors validly noticed, the appointment of the Company, except as otherwise agreed Shareholder Designee to by Phoenix and the Required Holders or as provided in the Certificate of DesignationBoard; and (ii) Phoenix shall be entitled thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to nominate two the Board, including by (2A) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, nominating such Shareholder Designee for election to serve as a director, Director as provided in this Agreement, (B) subject to compliance by the Certificate of Designation (collectivelyShareholder with Section 3.1(f), the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for including such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all nomination and other classes or series of required information regarding such Shareholder Designee in the Company’s capital stockproxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to elect which the Series B Preferred DirectorsShareholder Designee belongs are to be elected or re-elected, as provided in the Certificate of Designationcase may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (bfor any reason) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirector. (d) The Series B Preferred Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to reimbursement from the Company for all costs same rights, privileges and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided compensation applicable to all other members non-employee Directors generally or to which all such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board concurrently as such materials are provided Board, reasonably be likely to violate applicable law or otherwise compromise the other membersBoard’s exercise of its fiduciary duties.

Board Representation. (a) Until From the Closing Date and so long as Seller continues to be the beneficial owner of at least ten (10) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of an Investor Rights Termination Eventany such event, (i) there Seller shall be five (5) cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the Companypurpose of acquiring, except as otherwise agreed to by Phoenix holding, voting or disposing of Parent Securities which would be required under Section 13(d) of the Exchange Act, and the Required Holders or as provided in the Certificate of Designation; rules and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rulesregulations promulgated thereunder, to serve file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a director, as provided in "person" within the Certificate meaning of Designation (collectively, the “Series B Preferred Directors”). (bSection 13(d)(3) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Parent Securities then outstanding. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until For so long as Investor Holdco or, in the occurrence event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Holder has beneficial ownership of an Investor Rights Termination Event, (i) there shall be five (5) directors at least 12.5% or greater of the Companyaggregate number of Company Shares then outstanding, except as otherwise agreed to by Phoenix and the Required Holders or as provided Investor Holdco or, in the Certificate event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Representative shall have the right to designate to the Board of Designation; and (ii) Phoenix shall be entitled to nominate Directors two (2) individual directors or director nominees to serve as directors and individuals who satisfy the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Director Requirements. (b) Until For so long as Investor Holdco or, in the occurrence event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Holder has beneficial ownership of an Investor Rights Termination Event, less than 12.5% but at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders least 7.5% of the Series B Preferred Stock aggregate number of Company Shares then outstanding, Investor Holdco or, in the event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Representative shall have the right, voting separately as a class (right to designate to the exclusion Board of all other classes or series of Directors one individual who satisfies the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Director Requirements. (c) Any Series B Preferred Director elected For so long as a Holder (or Cerberus Representative if the Holder is a Cerberus Holder) is entitled to designate any individuals to the Board of Directors pursuant to this Section 2 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder (or Cerberus Representative if the Holder is a Cerberus Holder)) to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the Certificate stockholders of Designation may be removed at the Company (and/or in connection with any time, with or without cause by, and only by, the affirmative vote, given at a meeting or election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the holder(s) who designated or nominated election of such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisnominee(s). (d) The Series B Preferred Directors shall be entitled In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to reimbursement from this Section 2.01, or in the Company for all costs and expenses in attending any meetings event of the Board failure of any such nominee to be elected, the Holder (or any committee thereof, as provided in Cerberus Representative if the Certificate of DesignationHolder is a Cerberus Holder) who nominated or designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. The Company shall notify take all action reasonably available to it to cause such vacancy to be filled by the Series B Preferred Directors replacement so designated, and, to the extent permitted under the Certificate of all regular Incorporation and special meetings By-Laws of the Board and any committee of Company then in effect, the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided promptly elect such designee to all other members of the Board concurrently as such materials are provided to the other membersof Directors.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there On the date on which the aggregate consideration paid by Purchaser and its Affiliates to Triangle for shares of Common Stock from Triangle exceeds $150 million, the Board shall be five adopt resolutions that (5i) directors increase the number of natural persons that constitute the Company, except as otherwise agreed to whole Board by Phoenix and the Required Holders or as provided in the Certificate of Designation; one (1) person and (ii) Phoenix fill the vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser, in each case pursuant to the Triangle Organizational Documents, who must in the reasonable judgment of Triangle, (A) qualify as an Independent Director, (B) have the requisite skill and experience to serve as a director of a publicly traded company, (C) not be prohibited or disqualified from serving as a director of Triangle pursuant to the Triangle Bylaws (as in effect as of the date hereof) or any rule or regulation of the Commission, NYSE MKT (or any other principal stock exchange or market upon which the Common Stock may trade) or by applicable law and (D) otherwise be reasonably acceptable to Triangle (the “Designated Director”). The Purchaser shall, and shall cause the Designated Director to, timely provide Triangle with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by Triangle under the Exchange Act. In addition, at Triangle’s request, the Purchaser shall cause the Designated Director to complete and execute Triangle’s standard director and officer questionnaire and provide such other information as Triangle may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by Triangle. (ii) The Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (iii) In order to designate an individual for appointment to the Board, the Purchaser must submit to Triangle a written notice in accordance with the notice provisions set forth in Section 7.08 of the Purchase Agreement, which notice shall include (i) the name, age, business address and residence address of such designee, (ii) a current resume and curriculum vitae of such designee and (iii) a statement describing such designee’s qualifications. (iv) Prior to a Termination Event: (A) in connection with each annual meeting of Stockholders, and subject to the conditions of Section 9(a)(i) of this Agreement, Triangle shall nominate the Designated Director for reelection to the Board and shall take all reasonable and lawful actions necessary or advisable to cause the Board to recommend that the Stockholders vote “FOR” the election of the Designated Director; (B) promptly following any annual meeting of Stockholders at which the Designated Director is not elected to the Board, and subject to the provisions of Section 9(a)(i) of this Agreement, the Board shall adopt resolutions that (1) increase the number of natural persons that constitute the whole Board by one (1) person and (2) fill the vacancy created by virtue of such increase in the size of the Board with the Designated Director; and if the Board is prevented by Section 3.1 of the Triangle Bylaws from complying with clause (1) of this Section 9(a)(iv)(B), the Board shall amend the Triangle Bylaws as necessary to permit the Board to comply with clause (1) of this Section 9(a)(iv)(B); (C) any Designated Director may be removed pursuant to Section 3.6 of the Triangle Bylaws, and any vacancy created by such removal shall be entitled filled by the Board with an individual designated by the Purchaser who, subject to nominate the conditions of Section 9(a)(i) of this Agreement, shall become the Designated Director; (D) upon written notice from Triangle to the Purchaser that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, the Purchaser will cause the Designated Director then serving as a member of the Board to resign as a member of the Board within two (2) individual directors Business Days of such written notice; and (E) any vacancy caused by the death, disability or director nominees to serve as directors and resignation of the Required Holders Designated Director shall be entitled filled by the Board with an individual designated by the Purchaser who, subject to nominate one (1the conditions of Section 9(a)(i) individual director or director nomineeof this Agreement, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in become the Certificate of Designation (collectively, the “Series B Preferred Directors”)Designated Director. (bv) Until Any action by the occurrence Purchaser to designate or replace the Designated Director shall be evidenced in writing furnished to Triangle and shall be signed by or on behalf of an Investor Rights Termination the Purchaser. (vi) Prior to designating a Designated Director, the Purchaser shall enter into a written agreement in a form reasonably satisfactory to Triangle with the Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event, a Termination Event or at each Company Stockholders’ Meetingthe Purchaser’s request, or upon as applicable. The Purchaser acknowledges and agrees that such an agreement is in the taking best interest of Triangle and the Purchaser, and that Triangle shall be a written consent of stockholders for such purpose: (a) the holders third party beneficiary of the Series B Preferred Stock terms and conditions of such an agreement, and Triangle shall have the right, voting separately as a class (right to enforce such an agreement to the exclusion of all other classes or series of same extent as the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)parties thereto. (cvii) Any Series B Preferred Director elected pursuant to Section 2 Triangle shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Certificate Purchaser to Board representation, including by nominating more directors for election to the Board than the number of Designation directors constituting the full Board; provided, however, that Triangle shall not be prohibited from taking such action that the Board determines (i) may be removed at necessary to (A) comply with any time, with rule or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, regulation of the holder(sCommission or NYSE MKT (or any other principal stock exchange or market upon which the Common Stock may trade) who designated or nominated such director. The Remaining Directors may be removed at any time, (B) comply with applicable law or without cause by (ii) is required to comply with the affirmative vote, given at a meeting or by written consent, provisions of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisTriangle Organizational Documents. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until From and after the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Closing until Purchasers and/or their Affiliates no longer hold at least 10% of the Companyoutstanding Common Stock, except as otherwise agreed Purchasers shall have the right to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate designate one (1) individual director or director nomineemember of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, who Purchasers shall be independent under applicable Nasdaq have the right to designate a second member of the Board; from and SEC rulesafter the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to serve as designate a directorthird member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, as provided in Purchasers shall have the Certificate right to designate a fourth member of Designation the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (collectively, the “Series B Preferred Investor Directors”).The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use its best efforts to cause the Investor Directors to be elected and re-elected to the Board. Purchasers shall have the right to remove or replace any of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to effect the removal or replacement of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to have two Investor Directors”), as determined by Purchasers, be members of each committee of the Board, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Board, as requested by Purchasers. Any Investor Director who is not a member of a committee of the Board shall have the right to attend all meetings of such committee as a non-voting observer. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (Subject to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under any limitations imposed by applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only bylaw, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Investor Directors shall be entitled to the same perquisites, including stock options, reimbursement from of expenses and other similar rights in connection with such person’s membership on the Company for all costs and expenses in attending any meetings Board, as every other non-employee member of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Until Tencent shall be entitled to designate one (1) director to the occurrence Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (2iii) including such nomination and recommendation regarding such individual directors or director nominees in the Company’s notice for any meeting of shareholders to serve as directors elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the Required Holders shall be entitled to nominate one (1) election of such individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until In the occurrence event of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders any vacancy of the Series B Preferred Stock Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly cause the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the Tencent Director for purposes of all other classes this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or series election, including voting its Company Securities in favor of the Company’s capital stock)appointment or election of such individual to the Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)if applicable. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders, as provided in when and if held, at which the Certificate of Designation. The Tencent Director is up for re-appointment to the Board, the Company shall notify cause the Series B Preferred Directors of all regular and special meetings of Board to re-appoint the Tencent Director to serve on the Board and any committee the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Board of which Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the Series B Preferred Directors is a memberre-appointment of such Tencent Director. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members Each of the Board concurrently as such materials are provided to Company and the other membersFounder Parties agree that it shall not take any action in favor of the removal of the Tencent Director.

Board Representation. (a) Until At the occurrence of an Investor Rights Termination EventClosing, the Company and NewCo shall take all actions necessary or desirable to enlarge the NewCo Board by two members and appoint two individuals to the NewCo Board who are designated by Parent in writing at least 30 days prior to the Closing Date; provided, however, that (i) there shall such individuals must be five (5) directors reasonably acceptable to NewCo and qualified and suitable to serve as members of the Company, except as otherwise agreed to by Phoenix NewCo Board under all applicable corporate governance policies and guidelines of NewCo and the Required Holders or as provided in the Certificate of Designation; NewCo Board, and all applicable legal, regulatory and stock exchange requirements, and (ii) Phoenix in any event, (A) one of such individuals shall be entitled an “independent director” (as defined in Nasdaq Listing Rule 5602(a)(2)) who is not employed by Parent or any of its Affiliates and (B) the other individual shall be an executive officer of Parent within the meaning of Rule 3b-7 of the Exchange Act (the requirements set forth in clauses (i) and (ii), the “Director Requirements”), in each case, as determined in good faith by the NewCo Board. For the avoidance of any doubt, in the event any individual designated by Parent is deemed not to nominate two satisfy the Director Requirements, NewCo shall promptly notify Parent, and Parent shall have the opportunity to designate alternative individuals to the NewCo Board, which alternative individuals shall, subject to meeting the Director Requirements, be appointed on or prior to the later of (1) 30 days after Parent’s designation and (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Closing. (b) Until From the occurrence Closing until the earlier of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (ai) the holders date that is 36 months after the Closing Date, and (ii) the first date on which the Purchaser has Beneficial Ownership of at least 20% of the Series B Preferred aggregate number of shares of NewCo Common Stock then outstanding (the “Initial Board Representation Period”), the Purchaser shall have the right, voting separately as a class (right to designate to the exclusion NewCo Board a number of all other classes individuals who satisfy the Director Requirements equal to the greater of (A) two or series (B) 20% of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors size of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by NewCo Board at any time (rounded up to the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”next whole number). (c) Any Series B Preferred Director elected pursuant to Section 2 After the expiration of the Certificate Initial Board Representation Period, for so long as the Purchaser has Beneficial Ownership of Designation may be removed at any time, with or without cause by, and only byleast 10% of the aggregate number of shares of NewCo Common Stock then outstanding, the affirmative vote, given at a meeting or by written consent, of Purchaser shall have the holder(s) right to designate to the NewCo Board one individual who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by satisfies the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirector Requirements. (d) The Series B Preferred Directors shall be For so long as the Purchaser is entitled to reimbursement from designate any individual to the Company NewCo Board pursuant to this Section 8.10, NewCo shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by the Purchaser) to be included in the slate of nominees recommended by the NewCo Board to NewCo’s stockholders for all costs and expenses in attending any meetings election as directors at each annual meeting of the stockholders of NewCo (and/or in connection with any election by written consent) and NewCo shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the NewCo Board to be elected, including soliciting proxies in favor of the election of such nominee(s). (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or any committee thereofremoval (with or without cause) of a director nominated or designated pursuant to this Section 8.10, as provided or in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings event of the failure of any such nominee to be elected, the Purchaser shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. NewCo shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and the NewCo Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as promptly elect such materials are provided designee to the other membersNewCo Board.

Board Representation. Subject to the director qualification standards of each of the Company and Republic First Bank (athe “Bank”), within 30 calendar days of the date of this Consulting Agreement, the Company shall, and shall cause the Bank to, appoint Consultant’s designee (the “Designee”) Until to the occurrence Board of an Investor Rights Termination EventDirectors of the Company and the Board of Directors of the Bank, respectively, as a Class III member to serve in accordance with the articles of incorporation and bylaws of the Company and the articles of incorporation and bylaws of the Bank. During the Term, (i) there with respect to each meeting of the Company's stockholders at which the Designee's then-current term expires, the Company's board of directors shall nominate the Designee and the Company shall recommend to its stockholders the election of the Designee to the Company's board of directors, and the Company shall solicit proxies for election of the Designee to the same extent as it solicits proxies for its other nominees for the board of directors, and (ii) with respect to each meeting of the Bank's stockholder (or any action by written consent in lieu of such meeting) at which the Designee's then-current term expires, the Company shall elect the Designee to serve on the Bank's board of directors, in each case subject to the director qualification standards of the Company and the Bank, respectively. During the Term, in the event that the Designee is unable to continue serving as a director of the Company and the Bank as a result of illness, incapacity, death, retirement, resignation or any other reason, Consultant shall designate an individual to replace the Designee as a director of the Company and the Bank, subject to the director qualification standards of the Company and the Bank, respectively, and the Company shall promptly take all action necessary to cause such individual to be elected to the boards of directors of the Company and the Bank (and such individual shall constitute the "Designee" for all purposes hereunder). The Designee shall be five entitled to the same compensation, expense reimbursement and indemnification in connection with his or her service as a director as are enjoyed by the other members of the board of directors of the Company and the Bank. Upon termination of this Consulting Agreement pursuant to Section 1(b) by the Company or by the Consultant, or, if later, on such date as Consultant, together with (5i) directors his affiliates, (ii) the persons listed on the attached Exhibit A and (iii) any other person who may be deemed, with Consultant, to constitute a “group,” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder), is not the record or beneficial owner of at least 4.9% of the outstanding Common Stock of the Company, except Consultant shall use his reasonable best efforts to cause the Designee to resign from service as otherwise agreed to by Phoenix a director of the Company and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Bank. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until Subject to applicable Law, immediately upon payment by Offeror for shares of Company Common Stock accepted at the occurrence Acceptance Time, and from time to time thereafter as shares of an Investor Rights Termination EventCompany Common Stock are acquired by Parent or Offeror, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Offeror representation on the Board of Directors of the Company of at least that number of directors which equals the product of (i) there shall be five the total number of directors on the Board of Directors (5giving effect to the election of any additional directors pursuant to this Section) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Offeror (including for purposes of this Section 1.03 such shares of Company Common Stock accepted for payment) bears to the number of shares of Company Common Stock then outstanding. The Company shall use commercially reasonable efforts to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including, subject to applicable Law and the Company Certificate, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. Subject to applicable Law, the Company shall use commercially reasonable efforts to enable individuals designated by Parent to constitute the same percentage as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03) to be on (i) each committee of the Board of Directors of the Company and (ii) subject to applicable Law and the Company Certificate, each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be entitled subject to nominate two (2compliance with Section 14(f) individual directors or director nominees of the Exchange Act. Subject to serve applicable Law, and subject to Parent supplying the Company as promptly as practicable with the information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of the Required Holders Exchange Act and Rule 14f-1 promulgated thereunder, at the request of Parent, the Company shall be entitled promptly take, at its expense, all actions required pursuant to nominate one (1Section 14(f) individual director or director nominee, who and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a) and shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided include in the Certificate of Designation (collectivelyoriginally filed Schedule 14D-9 and otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the “Series B Preferred Directors”)Exchange Act. (b) Until Notwithstanding the occurrence foregoing, from the Acceptance Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause its Board of an Investor Rights Termination Event, Directors to always have at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining least two (2) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the Company, each continued listing requirements of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis NASDAQ (the “Remaining Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below two (2) for any reason whatsoever, the remaining Continuing Directors (or Continuing Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided, further, that the remaining Continuing Directors shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director is appointed in such time period, Parent shall designate such Continuing Director(s); provided, further, that if no Continuing Director then remains, the other directors shall designate two (2) Persons who shall not be Affiliates consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement. (c) Any Series B Preferred Director elected Notwithstanding anything in this Agreement to the contrary, following the election or appointment of any of Parent’s designees pursuant to Section 2 of 1.03 and until the Certificate of Designation may be removed at any time, with or without cause by, and only byEffective Time, the affirmative vote, given at vote of a meeting or by written consent, majority of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Continuing Directors shall be entitled required to reimbursement from (i) amend or terminate this Agreement on behalf of the Company, (ii) extend the time for performance of any obligation of, or action hereunder by, Parent or Sub (or Offeror), (iii) exercise, enforce or waive compliance with any of the agreements or conditions contained herein for the benefit of the Company, (iv) take any action to seek to enforce any obligations of Parent or Sub (or Offeror) under this Agreement or (v) take any other action by the Company under or in connection with this Agreement or the transactions contemplated hereby. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the reasonable expense of the Company for all costs the purpose of fulfilling their obligations hereunder and expenses in attending shall have the authority, after the Acceptance Date, to institute any meetings action on behalf of the Board or any committee thereof, as provided Company to enforce the performance of this Agreement in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors accordance with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersits terms.

Board Representation. (a) Until The Company shall, at or prior to the occurrence First Closing Date, cause one vacancy to be created on its Board of an Investor Rights Termination Event, Directors (i) there shall be five (5) directors by increasing the number of members of the Company, except as otherwise agreed Board of Directors or otherwise) and at such date shall cause one person designated by the Fund to by Phoenix and be elected to its Board of Directors. Such designee shall serve until the Required Holders or as provided in next succeeding annual meeting of stockholders of the Certificate of Designation; and (ii) Phoenix shall Company to be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)held after such election. (b) Until Commencing with such next succeeding annual meeting of stockholders of the occurrence of an Investor Rights Termination EventCompany referred to in Section 10.10(a), and at each Company Stockholders’ Meeting, or upon the taking of a written consent annual meeting of stockholders for such purpose: (a) the holders of the Series B Company thereafter, so long as the Fund holds 20% of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Shares (whether or not the Preferred Shares have been converted) acquired by the Fund on the First Closing Date and Second Closing Date, if any, the Fund shall have the right, voting separately as a class (be entitled to designate one director to the exclusion Company's Board of all other classes or series Directors. The Company shall cause such designee of the Company’s capital stock), Fund to elect the Series B Preferred Directors, as provided be included in the Certificate slate of Designationnominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (bunless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the remaining two (2election of such person. Notwithstanding the foregoing, if the Fund has not designated a person pursuant to Section 10.10(a) directors and is entitled to do so, the Fund shall be entitled to receive all notices and materials distributed to the members of the Board of Directors of the Company, each of whom and to designate one person who shall be independent under applicable Nasdaq entitled to attend all meetings of the Board of Directors and SEC rules, shall be elected by the holders committees thereof and to receive minutes of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)all such meetings upon preparation thereof. (c) Any Series B Preferred Director elected pursuant to Section 2 In the event such designee of the Certificate Fund shall cease to serve as a director for any reason, other than by reason of Designation may be removed at any time, with or without cause by, and only bythe Fund not being entitled to designate a designee as provided in Section 10.10(b), the affirmative vote, given at Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a meeting or by written consent, designee of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisFund. (d) The Series B Preferred Directors shall be entitled In addition to reimbursement from the Company for all costs rights granted pursuant to Sections 10.10(a), (b) and expenses in attending any meetings (c) above, (i) so long as the Fund holds 20%of the shares of Common Stock issued or issuable upon conversion of the Board Preferred Shares (whether or any committee thereofnot the Preferred Shares have been converted) acquired by the Fund on the First Closing Date and the Second Closing Date, as provided in if any, the Certificate of Designation. The Company Fund shall notify have the Series B Preferred Directors of right to have a representative attend all regular and special meetings of the Board of Directors of the Company and any committee (ii) so long as CIP holds 20%of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by CIP on the First Closing Date and the Second Closing Date, if any, CIP shall have the right to have a representative attend all regular and special meetings of the Board of which any Directors of the Series B Preferred Directors is a memberCompany. The Company These visitation rights shall provide include the Series B Preferred Directors with copies of all notices, minutes, consents right to receive the same notice and other materials provided to all other members of the Board concurrently at the same time as such materials are provided to the other membersBoard.

Board Representation. (a) Until Effective as of the occurrence Closing Date, subject to applicable law, the Majority Stockholder may designate one Person to be proposed by the Board to the Company's stockholders to be elected a Director; provided that such designee must be reasonably satisfactory to the Company (such determination to be made by the Board after receiving a recommendation from the nominating committee of an Investor Rights Termination Eventthe Company; provided, that for the avoidance of doubt, any Person who is a managing director of Silver Lake Partners, L.P., a Delaware limited partnership, as of the date hereof, shall be deemed to be satisfactory to the Company and the Board for such purposes unless (i) there shall be five (5) any such managing director does not meet the criteria for directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided set forth in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC National Market rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, any corporate governance guidelines or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected policies adopted by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, or any other applicable law and regulation, or (ii) the Company's nominating committee in good faith makes a determination that the appointment of any such managing director to the Board would be materially disadvantageous to the Company (the "Stockholder Representative"). (b) The Company shall take all necessary action, subject to applicable law, to cause the size of the Board to be increased to ten (10) members from eight (8) members, effective as provided of the Closing Date, and the Company shall use reasonable best efforts, subject to applicable law, to cause the vacancies to be filled by (i) David J. Roux (or such other individual as may be designated in writin▇ ▇▇ ▇▇▇ ▇▇▇▇rity Stockholder at least forty-five (45) days prior to the Certificate filling of Designationsuch vacancy and in accordance with Section 5.1(a) hereof) to be the initial Stockholder Representative, and (ii) one (1) individual who qualifies as an "independent" director of Borg pursuant to proposed and applicable laws and regulations. The Company shall notify agrees to consult with the Series B Preferred Directors Majority Stockholder in good faith before making any other changes to the size of the Board. (c) At the expiration of any Stockholder Representative's designated term as director, the Board will recommend a vote by the Company's stockholders in favor of the reelection of such Stockholder Representative (or the election of any replacement designated by the Majority Stockholder in accordance with Section 5.1(a) hereof). If any Stockholder Representative or any successor thereto ceases to be a director of the Company at any time prior to the expiration of such Stockholder Representative's designated term as director, whether as a result of death, resignation, retirement, disqualification, removal from office or other cause, the Board will appoint a Stockholder Representative to fill the vacancy so created and the Board will recommend a vote by the Company's stockholders in favor of the ratification of the appointment of such Person. (d) Notwithstanding anything in this Agreement to the contrary, the Board and all regular and special meetings of the committees of the Board will operate in such a way to permit the Company to comply with applicable law and any committee maintain its listings on the Nasdaq National Market and Euronext, as applicable. (e) The Majority Stockholder shall have the right to assign its rights under this Article V to Silver Lake in the event of a distribution of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided Subject Shares pursuant to all other members of the Board concurrently as such materials are provided to the other membersSection 3.3 hereof.

Board Representation. (a) Until For as long as JD, together with its Affiliates, holds (i) no less than 80% of the occurrence Class A ordinary shares they held immediately after the Closing (as defined under the Subscription Agreement) or (ii) no less than 15% of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly arrange for the appointment or election of such JD Director to the Board, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the JD Director; provided, however, that the JD Director candidate shall be entitled subject to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders approval of the Board, which approval shall not be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)unreasonably withheld. (b) Until In the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly arrange for the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the JD Director for purposes of all other classes or series this Agreement); provided, however, that the JD Director candidate thus designated shall be subject to the approval of the Company’s capital stock)Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom which approval shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)unreasonably withheld. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment or re-election to the Board, as provided in the Certificate Company shall re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-elected by the Shareholders to serve on the Board pursuant to the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until At the occurrence Closing, the Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of an Investor Rights Termination Eventthe Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (i) there the Investor Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall be five (5) directors have the right to nominate for election to the Board two Directors to the Board for so long as the Investor Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the Companythen outstanding Common Stock (the "Investor Directors"), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the Existing Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the "Existing Shareholder Directors") and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the event that the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of directors above seven, such additional directors shall be Independent Directors and shall be jointly nominated by the Investor Directors and the Existing Shareholder Directors. Any nomination for the replacement of (x) a Investor Director prior to the expiration of his or her respective term shall be made by the remaining Investor Director or, if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to nominate two (2) individual directors serve through the earlier to occur of their resignation or director nominees the expiration of their respective current terms and; provided, further that to serve as directors the extent that the Board or any member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company and the Required Holders shall be entitled its shareholders to nominate one (1) individual director any Investor Director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, Existing Shareholder Director to serve as a director, as provided in the Certificate of Designation (collectivelyBoard or any Committee thereof, the “Series B Preferred Directors”)Board, or any member thereof, may refuse to make such nomination and such refusal shall not be deemed a breach of this Agreement. (b) Until Subject to Section 2.1(a), the occurrence of an Company, the Investor Rights Termination EventShareholders and the Existing Shareholders at all times shall take such action as may be reasonably required under applicable law to cause the Investor Shareholders' designee(s) and the Existing Shareholders' designee(s) to be elected to the Board. Furthermore, at the Company hereby agrees, subject to Section 2.1(a), to (i) include each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Director designees of the right, voting separately as a class Investor Shareholders and the Existing Shareholders (to which are up for election in accordance with the exclusion of all other classes or series Bylaws of the Company’s capital stock) on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any Committee thereof), (ii) recommend the election of the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors shareholders of the Company, each and (iii) without limiting the foregoing, to otherwise use commercially reasonable efforts to cause the Director designees of whom shall be independent under applicable Nasdaq the Investor Shareholders and SEC rules, shall the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to be elected by to the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant to Section 2 During the Term of this Agreement, one of the Certificate of Designation may two Investor Directors shall be removed at any time, with or without cause by, and only by, the affirmative vote, given at appointed as a meeting or by written consent, member of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, Compensation Committee of the holders Board and one of the Voting SecuritiesInvestor Directors shall have the right to attend all Audit Committee meetings; provided, voting together however, that in the event that the Company is listed on The Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading), then each Investor Director shall be qualified under the rules and regulations of the SEC and the Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading) and the Company's guidelines (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time to serve as a single class on an as-converted to Common Stock basismember of the Compensation Committee. (d) The Series B Preferred Directors During the Term of this Agreement, none of the following actions shall take place without the consent of at least one of the Investor Directors: (i) the issuance, redemption or purchase of equity or debt of the Company (including the issuance of warrants and/or the expansion of the Company's current stock option plan), excluding (x) issuances of equity or debt securities and the incurrence of debt in connection with Permitted Acquisitions (defined below), (y) the incurrence of debt in connection with inventory, equipment or lease financing in the ordinary course of business in any fiscal year in an amount not to exceed 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year together with all then outstanding inventory, equipment or lease financings, and (z) debt incurred under lines of credit or revolving credit facilities or any renewals, extensions, substitutions, refundings, refinancings or replacements of such indebtedness in an amount not to exceed the greater of the amount outstanding on the date hereof and 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year. (ii) the issuance of any omnibus stock plan which would permit the issuance to employees, officers or directors of the Company of options for Company stock; provided however, that such consent shall not be required for the approval of an omnibus stock plan of up to 18% of the number of shares of Common Stock outstanding on the Closing Date (after giving effect to the issuance of Common Stock pursuant to the Purchase Agreements), so long as such plan provides that (i) no more than 20% of the shares of Common Stock available for grant under such plan shall be entitled granted in any one calendar year, (ii) no more than 3.5% of the shares of Common Stock available for grant under such plan shall be granted to reimbursement any one individual in any one calendar year, and (iii) no more than 50% of the shares of Common Stock granted under such plan in any given year shall be granted to the officers and directors of the Company or any of their respective Affiliates (excluding officers and directors of the Company who derive at least 50% of their cash compensation from the Company as sales commission). (As of the date hereof, the persons set forth on Schedule III derive at least 50% of their cash compensation from the Company as sales commission); or (iii) the creation of any new class of securities; or (iv) any Affiliate Transaction, other than Affiliate Transactions entered into prior to the date hereof and set forth on the Disclosure Schedules to the Investor Purchase Agreement on the terms in effect on the date hereof (including the repayment of debt in accordance with its terms in effect on the date hereof or accrued compensation as of the date hereof owed to Affiliates); or (v) changes to the certificate of incorporation or bylaws of the Company or the formation of new committees; or (vi) the entering into a merger, reorganization or sale of the Company or any of it Subsidiaries or the disposal of any significant portion of their respective assets, or the acquiring of any significant business or assets from another Person (whether by merger, asset or stock purchase or otherwise), other than mergers, acquisitions or other business combinations involving the acquisition of a business offering the same or complimentary services or products to those offered by the Company, provided that the aggregate purchase price for all costs and expenses such businesses in attending any meetings 12-month period does not exceed 5% of the Company's gross revenue (calculated in accordance with GAAP, consistently applied, (as set forth in financial statements filed with the SEC) for the prior fiscal year ("Permitted Acquisitions"); or (vii) material changes to the business lines of the Company as in effect on the date hereof. (e) During the Term of this Agreement, (i) the Investor Shareholders agree to vote all shares of Common Stock then owned by such Investor Shareholder so as to elect to the Board the Investor Directors, the Existing Shareholder Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof and (ii) each Existing Shareholder agrees to vote all shares of Common Stock then owned by such Existing Shareholder so as to elect to the Board the Existing Shareholder Directors, the Investor Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof. In the event that the Board, acting in good faith in the exercise of its fiduciary duty, determines not to recommend to the Company's stockholders to elect as a director a designee of the Investor Shareholders or any committee thereofa designee of the Existing Shareholders, if the Investor Shareholders or the Existing Shareholders determine to solicit proxies from the Company's stockholders to vote for such nominee, the Company shall reimburse the Investor Shareholders Group or the Existing Shareholder Group, as provided the case may be, for their reasonable cost incurred in connection with the Certificate solicitation of Designation. The Company shall notify the Series B Preferred such proxies. (f) If one or more Investor Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other serve as members of the Board concurrently at a time when the Investor Shareholders no longer have the right to designate a Director, promptly following a written request by a majority of the Board, the Investor Shareholders shall immediately cause the Investor Director(s) to resign, as such materials are provided so requested. (g) If one or more Existing Shareholder Directors serve as members of the Board at a time when the Existing Shareholders no longer have the right to designate a Director, promptly following a written request by a majority of the other membersBoard, the Existing Shareholders shall immediately cause the Existing Shareholder Director(s) to resign, as so requested.

Board Representation. (a) Until For so long as Purchasers and any Permitted Transferees own, in the occurrence aggregate, at least the Required Interest, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all shares of an Investor Rights Termination EventCommon Stock which such Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the nominees (each a "Purchaser Designee") to the Board of Directors of the Company designated by MSREF III and MSP (or their Permitted Transferees) pursuant to the provisions of Section 4.10 of the Purchase Agreement, at any regular or special meeting of the shareholders of the Company (iincluding any adjournments thereof) there shall be five (5) called for the purpose of electing directors of the Company, except as otherwise agreed the foregoing shall not apply to by Phoenix the extent any Purchaser Designee has been elected to the Board of Directors and the Required Holders or as provided is in the Certificate a class of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)not currently standing for re-election. (b) Until For so long as Purchasers and any Permitted Transferees own, in the occurrence aggregate, less than the Required Interest but at least the Minimum Interest, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all shares of an Investor Rights Termination EventCommon Stock which such Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the nominee to the Board of Directors of the Company designated by MSP (or its Permitted Transferee) pursuant to the provisions of Section 4.10 of the Purchase Agreement, at each Company Stockholders’ Meeting, any regular or upon the taking of a written consent of stockholders for such purpose: (a) the holders special meeting of the Series B Preferred Stock shall have shareholders of the right, voting separately as a class Company (to including any adjournments thereof) called for the exclusion purpose of all other classes or series electing Directors of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant In the event any Purchaser Designee shall resign, or be removed, or be unable to Section 2 serve for any reason prior to the expiration of his or her term as a director of the Certificate Company, in accordance with Section 4.10 of Designation the Purchase Agreement, MSREF III or MSP (or their Permitted Transferees), as the case may be, shall have the right to notify the Board of Directors of a replacement Purchaser Designee, and, to the extent the shareholders of the Company shall be removed at any timerequired to vote on the matter, with each Stockholder shall vote or without cause by, and only by, the affirmative vote, given at a meeting or to be voted (including by written consent, if applicable) all shares of Common Stock which such Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by replacement Purchaser Designee to fill the affirmative vote, given at a meeting or by written consent, unexpired term of the holders of director nominee which such new nominee is replacing. Each Purchaser Designee shall be reasonably acceptable to the Voting Securities, voting together Company as a single class on an as-converted to Common Stock basisprovided in the Purchase Agreement. (d) The Series B Preferred Directors Each Stockholder agrees that he or it shall be entitled not take any direct or indirect action to reimbursement remove any Purchaser Designee from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which Directors without cause. (e) In order to effectuate the provisions of this Agreement, each Stockholder hereby agrees that when any action or vote is required to be taken by such person in his or its capacity as a stockholder pursuant to this Agreement, such person shall, subject to compliance with the Company's Amended and Restated Bylaws, use his or its reasonable best efforts to call, or cause the appropriate officers and directors of the Series B Preferred Directors is Company to call, a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members special or annual meeting of the Board concurrently shareholders, as such materials are provided the case may be, or to the other membersextent permitted by law, to execute a written consent in lieu of any such meetings.

Board Representation. (a) Until Upon the occurrence later of an (x) forty-five (45) days following the Closing or (y) designation by the Investor Rights Termination Eventto the Company of a Qualified Nominee, (i) there the Company shall increase the size of the Board by one director and (ii) the Board shall fill this vacancy with one person designated by the Investor who shall be five (5) directors reasonably acceptable to the Board and shall meet all qualifications required by written policy of the Company, except as otherwise agreed to by Phoenix including, without limitation, the Board, the Nominating and Governance Committee of the Board and the Required Holders or as provided ethics and compliance program of the Company, in effect from time to time that apply to all nominees for the Certificate of Designation; and Board (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred DirectorsQualified Nominee”). (b) Until the occurrence of an Investor Rights Termination Event, (i) at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders annual meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors stockholders of the Company, each of whom the Board shall be independent under applicable Nasdaq nominate and SEC rules, shall be elected recommend for election one Qualified Nominee designated by the holders of Voting Securities, voting together Investor to serve as a single class director on an as-converted to Common Stock basis the Board (the “Remaining DirectorsBoard Representative”) and shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Investor and serving on the Board pursuant to Section 2.3(a) above, and that the Investor’s right to designate a Qualified Nominee to serve on the Board at any given time shall be limited to one person); provided that such efforts will not require the Company to postpone its annual meeting of stockholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board, including that the Company will not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Investor, the Board shall elect as a director to fill the vacancy so created a Qualified Nominee designated by the Investor to fill such vacancy. (c) Any Series B Preferred Director elected pursuant The Board Representative shall be entitled to Section 2 the same compensation and same indemnification in connection with his or her role as a director as the other members of the Certificate of Designation may be removed at any time, with or without cause byBoard, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and documented, reasonable out-of-pocket expenses incurred in attending any meetings of the Board or any committee committees thereof, to the same extent as provided in the Certificate other members of Designationthe Board. The Company shall notify the Series B Preferred Directors Board Representative of all regular and special meetings of the Board and shall notify the Board Representative of all regular and special meetings of any committee of the Board of which any of the Series B Preferred Directors Board Representative is a member. The Company shall provide the Series B Preferred Directors Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until Upon the occurrence of an Investor Rights Termination EventClosing, (i) there the Company shall increase the size of the Board by one director and (ii) the Board shall fill this vacancy with one person designated by the Investor who shall be five (5) directors reasonably acceptable to the Board and shall meet all qualifications required by written policy of the Company, except as otherwise agreed to by Phoenix including, without limitation, the Board, the Nominating and Governance Committee of the Board and the Required Holders or as provided ethics and compliance program of the Company, in effect from time to time that apply to all nominees for the Certificate of Designation; and Board (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred DirectorsQualified Nominee”). (b) Until the occurrence of an Investor Rights Termination Event, (i) at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders annual meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors stockholders of the Company, each of whom the Board shall be independent under applicable Nasdaq nominate and SEC rules, shall be elected recommend for election one Qualified Nominee designated by the holders of Voting Securities, voting together Investor to serve as a single class director on an as-converted to Common Stock basis the Board (the “Remaining DirectorsBoard Representative”) and shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Investor and serving on the Board pursuant to Section 2.3(a) above, and that the Investor’s right to designate a Qualified Nominee to serve on the Board at any given time shall be limited to one person); provided that such efforts will not require the Company to postpone its annual meeting of stockholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board, including that the Company will not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Investor, the Board shall elect as a director to fill the vacancy so created a Qualified Nominee designated by the Investor to fill such vacancy. (c) Any Series B Preferred Director elected pursuant The Board Representative shall be entitled to Section 2 the same compensation and same indemnification in connection with his or her role as a director as the other members of the Certificate of Designation may be removed at any time, with or without cause byBoard, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and documented, reasonable out-of-pocket expenses incurred in attending any meetings of the Board or any committee committees thereof, to the same extent as provided in the Certificate other members of Designationthe Board. The Company shall notify the Series B Preferred Directors Board Representative of all regular and special meetings of the Board and shall notify the Board Representative of all regular and special meetings of any committee of the Board of which any of the Series B Preferred Directors Board Representative is a member. The Company shall provide the Series B Preferred Directors Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until In connection with the occurrence closing under the Initial Purchase Agreement and as required under the Original Agreement, the Company increased the size of an Investor Rights Termination Eventthe Board by one member, and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (i“▇▇▇▇▇▇▇”) there shall be five (5) directors was appointed to the Board as a member of the class whose initial term expires at the 2016 annual meeting of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)’s stockholders. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders The size of the Series B Preferred Stock Board shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall initially be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)set at nine members. (c) Any Series B Preferred Director elected Subject to Section 2(a), the Company shall continue to cause ▇▇▇▇▇▇▇ (or, if ▇▇▇▇▇▇▇ is unavailable to continue to serve on the Board, such other person designated by ▇▇▇▇▇▇▇ and reasonably acceptable to the Company) to be nominated by the Company to serve on the Board (such director, the “Purchaser Designee”) for so long as the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) has beneficial ownership of shares of Common Stock (including the number of shares of Common Stock issuable upon the conversion or exercise of any convertible securities or warrants), in the aggregate, in an amount equal to at least 50% of the shares of Common Stock issued to the ▇▇▇▇▇▇▇ Family Foundation pursuant to Section 2 the Initial Purchase Agreement (including the number of shares of Common Stock issuable upon exercise of the Certificate warrants issued pursuant to such agreement). In the event the ▇▇▇▇▇▇▇ Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Designation may be removed at any time, with or without cause by, and only bysuch shares in the amount set forth in this Section 2(c), the affirmative vote, given at Company may cause the Purchaser Designee to be replaced with a meeting or by written consent, of nominee acceptable to the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to reimbursement from serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board. (f) ▇▇▇▇▇▇▇ may, and ▇▇▇▇▇▇▇ may request the Purchaser Designee to, as the case may be, resign, at any time with or without cause. Any vacancy caused by the resignation of the Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of the Purchaser Designee or an election of ▇▇▇▇▇▇▇ to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. The Company shall not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of ▇▇▇▇▇▇▇ unless and until ▇▇▇▇▇▇▇ is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other indemnification rights the Purchaser Designee has pursuant to the Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Purchaser Designee that serves on the Board shall have the right to enter into, and the Company for agrees to enter into, an indemnification agreement, in a form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all costs and expenses in attending any meetings of the Board or any committee thereof, committees thereof or other Company related meetings to the same extent as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently are reimbursed for such expenses (or, in case any such expense reimbursement policy shall apply only to non-employee directors, to the same extent as such materials are all other non-employee directors). The Purchaser Designee shall be entitled to the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to other non-employee directors. (h) The Company and the other membersPurchasers shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that the Company’s Certificate of Incorporation and Bylaws are not inconsistent with the provisions of this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) Until Effective immediately upon the occurrence execution and delivery of an Investor Rights Termination Eventthis Agreement by all parties, Gildan shall appoint ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (ithe “Coliseum Nominee”) there shall be five (5) as a member of the board of directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and Gildan (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred DirectorsBoard”). (b) Until Gildan will, in connection with each of the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon 2024 AGM and the taking of a written consent of stockholders for such purpose2025 AGM: (ai) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of cause the Company’s capital stock)slate of director nominees standing for election, and recommended by or on behalf of the Board, to elect include the Series B Preferred Directors, as provided in the Certificate of Designation, Coliseum Nominee; and (bii) solicit proxies in favour of and otherwise support and promote the remaining two (2) directors election of the Company, Coliseum Nominee in a manner no less favourable than the manner in which Gildan supports and promotes its other Board nominees for election at each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such meeting. (c▇) Any Series B Preferred Director elected pursuant to Section 2 of ▇▇▇▇▇▇ confirms that it will convene and hold the Certificate of Designation may be removed at any time2025 Meeting by no later than May 1, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis2025. (d) The Series B Preferred Directors Coliseum acknowledges and agrees that, in the event that the Coliseum Nominee is otherwise prohibited by applicable law or stock exchange rules from serving on the Board or is otherwise required to resign from the Board, the Coliseum Nominee shall forthwith tender his resignation from the Board (and any committee thereof) with immediate effect, unless the Board otherwise determines as permitted by applicable law. (e) If, prior to the 2025 AGM, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ resigns or is removed as a director, or is otherwise unwilling or unable to serve or stand for election as a director of the Board, Coliseum will be entitled to designate a mutually agreeable replacement nominee, provided that any such substitute nominee must be acceptable to the Corporate Governance and Social Responsibility Committee of the Board, acting reasonably, and the Company and the Board shall take all necessary action to appoint such substitute nominee to fill the vacancy resulting therefrom as promptly as practicable. If any individual that Coliseum designates as a proposed substitute nominee is not acceptable to the Corporate Governance and Social Responsibility Committee of the Board or the Board, Coliseum will be entitled to designate a different individual as the proposed substitute nominee, and so on, until a substitute nominee who is acceptable to the Corporate Governance and Social Responsibility Committee of the Board, acting reasonably, has been recommended by the Corporate Governance and Social Responsibility Committee and appointed to the Board. Any such substitute nominee shall thereafter be deemed to be the Coliseum Nominee for all purposes of this Agreement. (f) Gildan has advised Coliseum that upon appointment to the Board, the Coliseum Nominee shall be entitled to receive the same compensation, expense reimbursement from the Company for all costs and expenses in attending any meetings benefits of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular director and special meetings of the Board officer insurance and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided indemnity arrangements available generally to the other membersdirectors of Gildan (subject to the ability of the Coliseum Nominee to direct payment to another entity and to elect to receive any non-cash consideration in cash), and shall be required to comply with all fiduciary duties (including the duty of confidentiality), policies, procedures, processes, codes, rules, standards and guidelines generally applicable to directors of Gildan, provided, for greater certainty, that the Coliseum Nominee shall be permitted to share confidential information with Coliseum and its representatives, subject to preserving the confidentiality of that information, and Coliseum further acknowledges and agrees that upon receiving such confidential information, Coliseum may be considered to be in a “special relationship” with the Company pursuant to applicable securities laws and subject to restrictions on trading securities of the Company. (g) Coliseum hereby represents, warrants and covenants to Gildan that the Coliseum Nominee is not currently, nor will he be for the duration of the Standstill Period, a member of the board of directors of alphabroder.

Board Representation. (a) Until Subject to Sections 2(b) and 3(n) below, beginning on the occurrence ninety first (91st) day following the date of an effectiveness of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor Rights Termination Eventand its Affiliates, collectively, beneficially own (i) there the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall be five (5) support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nomineenominated by the Investor as soon as reasonably practicable in compliance with applicable laws, who shall be independent under rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable Nasdaq and SEC rules, to serve as a director, as provided law for inclusion in the Certificate Company’s proxy materials for meetings of Designation (collectivelystockholders promptly after the Company requests such information from the Investor, and will cause the “Series B Preferred Directors”)Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Until Notwithstanding the occurrence provisions of an Section 2(a), the Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon shall not designate a particular individual as a nominee to the taking Board of Directors if a written consent of stockholders for such purpose: (a) the holders majority of the Series B Preferred Stock shall have disinterested members of the rightBoard of Directors reasonably and in good faith determines, voting separately as a class (to the exclusion of all other classes or series of after consultation with the Company’s capital stock)outside legal counsel and upon written advice of such counsel, that such person would not be qualified to elect the Series B Preferred Directors, serve as provided in the Certificate of Designation, and (b) the remaining two (2) directors a director of the Company, each of whom shall be independent Company under applicable Nasdaq and SEC ruleslaw, shall be elected by the holders of Voting Securitiesrule or regulation, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 rule of the Certificate of Designation may be removed at any time, with stock exchange on which the Company’s shares are listed or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of DesignationBylaws. The Company shall notify the Series B Preferred Directors Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all regular times to Section 3(n) below and special the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and any each committee of thereof in a nonvoting observer capacity. In this respect, the Board of which any of the Series B Preferred Directors is a member. The Company shall provide give the Series B Preferred Directors with Observer copies of all notices, minutes, consents consents, and other materials that it provides to its directors at the same time and in the same manner as provided to all other such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members of the Board concurrently as of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such materials are provided to time or times when no Investor Designee is on the other membersBoard of Directors.

Board Representation. (a) Until Subject at all times to Sections 2(b) and 3(n) herein, during the occurrence period beginning at the closing of an Investor Rights Termination Eventthe IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (iincluding shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) there shall be five (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5) directors % of the as-converted securities of the Company, except as otherwise agreed the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to by Phoenix the requirements of fiduciary duties under applicable law, to recommend and the Required Holders or as provided include in the Certificate slate of Designation; and (ii) Phoenix shall be entitled nominees recommended to nominate two (2) individual directors or director nominees to serve the Company’s stockholders for election as directors and of the Required Holders shall Company at each annual or special meeting of the Company’s stockholders at which directors are to be entitled to nominate elected (an “Election Meeting”), one (1) individual director person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or director nominee, who shall be independent under applicable Nasdaq and SEC rules, cause the Board of Directors to serve include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a directordirector on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as provided soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the Certificate of Designation (collectively, form that the “Series B Preferred Directors”)Company provides to its outside directors generally. (b) Until Notwithstanding the occurrence provisions of an Investor Rights Termination EventSection 2(a), at each Company Stockholders’ Meeting, or upon the taking Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a written consent of stockholders for such purpose: (a) the holders majority of the Series B Preferred Stock shall have disinterested members of the rightBoard of Directors reasonably and in good faith determines, voting separately as a class (to the exclusion of all other classes or series of after consultation with the Company’s capital stockoutside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), to elect the Series B Preferred Directorsrule or regulation, as provided in the Certificate of Designation, and (b) the remaining two (2) directors rule of the stock exchange on which the Company’s shares are listed, each of whom shall be independent under applicable Nasdaq and SEC rulesthe Bylaws or any policy, shall be elected or guidelines previously approved by the holders Board of Voting Securities, voting together as a single class on an as-converted to Common Stock basis Directors or (the “Remaining Directors”). (cii) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause person is not approved for nomination by the affirmative vote, given at a meeting Board of Directors (or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any nominating committee thereof, as provided in the Certificate of Designation). The Company shall notify the Series B Preferred Directors Investors as soon as reasonably practicable of all regular and special meetings any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the Board and any committee of date on which the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such proxy materials are provided to be mailed by the other membersCompany in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. 19.1 So long as the Investor continues to beneficially own at least 15,500,000 shares of Common Stock (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed adjusted to by Phoenix and the Required Holders or as provided reflect appropriate arithmetic adjustment in the Certificate event of Designation; and any stock splits, stock dividends, combinations of shares, recapitalizations or other such events relating to the Common Stock occurring subsequent to the Closing) (ii) Phoenix the “Share Threshold”), the Investor shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and have the Required Holders shall be entitled right to nominate one (1) individual director to the Board of Directors of the Company (the “Investor Director”). As a condition to such nomination and/or appointment to the Board, (i) the Investor and/or the nominee shall provide to the Company all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director nomineeif elected), (ii) the Investor and/or the nominee shall also comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder with respect to such nomination and/or appointment to the Board, and (iii) the nominee shall be reasonably acceptable to the Board. 19.2 The initial Investor Director shall be appointed to the Board by the then-existing directors on the Board, who shall, by resolution, expand the size of the Board by one seat (to the extent there is not then a vacancy on the Board) and appoint the Investor’s nominee to fill the vacancy caused by such expansion. 19.3 Following the initial appointment to the Board of the Investor Director, any subsequent election of the Investor Director to the Board shall be independent under applicable Nasdaq and SEC rules, occur (i) at the annual meeting of holders of capital stock or (ii) at any special meeting of holders of capital stock if such meeting is called for the purpose of electing directors. If at any time when the Investor has the right to serve as a director, as provided in nominate the Certificate of Designation (collectivelyInvestor Director, the “Series B Preferred Directors”). (b) Until Investor Director then serving on the occurrence of an Board dies or resigns from the Board, the Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as right to cause the vacancy caused by such death or resignation to be filled by nominating a class (replacement director and the remaining directors on the Board shall vote to cause the Investor’s nominee to be appointed to the exclusion of all other classes or series of Board in accordance with the Company’s capital stock)Bylaws. The Investor may, in its sole discretion, determine not to elect nominate and/or cause the Series B Preferred Directors, appointment of the Investor Director as provided herein from time to time. Once the Investor beneficially owns less than the Share Threshold, the Investor Director shall continue to serve such director’s then current term on the Board and the Investor shall have no further rights under this Agreement to nominate and/or cause the appointment of any directors to the Company’s Board. 19.4 Notwithstanding anything in this Section 19 to the Certificate contrary, (i) each of Designationthe Board’s obligations under this Section 19 are subject to its fiduciary duties and no director shall be required to do anything or take any action which he or she believes would be contrary to his or her fiduciary duties and (ii) if an Investor’s nominee for election to the Board is presented to the Company’s stockholders at an annual or special meeting at which directors are to be elected, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be that nominee is not elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only byCompany’s stockholders, the affirmative vote, given at a meeting or by written consent, Company’s Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled have no obligation to reimbursement from expand the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings size of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided appoint an Investor Director to the other membersBoard.

Board Representation. (a) Until In consideration of the occurrence of an Investor Rights Termination EventValueAct Group’s agreement set forth in Sections 2 and 3 below, the Board will (i) there shall nominate ▇▇. ▇▇▇▇▇▇▇ ▇. Ubben (the “ValueAct Designee”) for election as a director of the Company at the 2013 annual meeting of stockholders of the Company for a term to expire at the Company’s 2014 annual meeting of stockholders, (ii) name and recommend the ValueAct Designee as a nominee for election to the Board in the Company’s Proxy Statement and (iii) cause all proxies received by the Company to be five voted in the manner specified by such proxies. In addition, in the event that such addition or nomination is timely made and the obligations of the ValueAct Group hereunder have not then been otherwise terminated, the Company (5acting through the Board) directors agrees that it will not withdraw such nomination prior to its being voted upon by the stockholders of the Company at the 2013 annual meeting of stockholders of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (Notwithstanding anything to the exclusion of all other classes or series of contrary in this Agreement, the Company’s capital stock), to elect the Series B Preferred Directors, as provided rights and privileges set forth in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom this Section 1 shall be independent under applicable Nasdaq personal to the ValueAct Group and SEC rulesmay not be transferred or assigned to any individual, shall be elected by the holders corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of Voting Securitiesany kind or nature (each, voting together as a single class on an as-converted to Common Stock basis (the “Remaining DirectorsPerson”). (c) Any Series B Preferred Director elected pursuant If during the Standstill Period a vacancy on the Board is created as a result of ▇▇. ▇▇▇▇▇’▇ death or resignation, disqualification or removal from the ValueAct Group, then the ValueAct Group and the Company (acting through the Board) shall work together in good faith to Section 2 fill such vacancy or replace such nominee with an individual who is (i) approved by the Company’s Corporate Governance and Nominating Committee (such approval not to be unreasonably withheld) and (ii) otherwise mutually acceptable (in each of their sole discretion) to the Certificate of Designation may be removed at any time, with or without cause byValueAct Group and the Company, and only by, thereafter such individual shall serve and/or be nominated as the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis“ValueAct Designee” under this Agreement. (d) The Series B Preferred Directors Company’s obligations hereunder shall terminate, and the ValueAct Designee shall promptly offer to resign from the Board (and, if requested by the Company, promptly deliver his written resignation to the Board (which shall provide for his immediate resignation) it being understood that it shall be entitled in the Board’s sole discretion whether to reimbursement from accept or reject such resignation) if (i) members of the ValueAct Group, collectively, cease to beneficially own at least 5% of the outstanding securities of the Company or any securities convertible or exchangeable into or exercisable for all costs and expenses in attending any meetings securities of the Board Company, including, without limitation, any derivative securities or any committee thereof, as provided in instruments (the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings “Ordinary Shares”) or (ii) a member of the Board and any committee of ValueAct Group, including the Board of which ValueAct Designee, otherwise ceases to comply or breaches any of the Series B Preferred Directors is a memberterms of this Agreement. The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this clause (e). The percentage threshold set forth in this clause (e) shall not be deemed unsatisfied to the extent a failure to maintain the specified ownership thresholds is the result of share issuances or similar Company actions that increase the number of outstanding Ordinary Shares. (e) The ValueAct Group acknowledges that the ValueAct Designee shall provide the Series B Preferred Directors with copies of have all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided obligations, including the fiduciary duties to the other membersCompany and its stockholders, of a director under applicable law and the Company’s organizational documents.

Board Representation. (a) Until The Investor shall be entitled to designate one (1) director to the occurrence Board (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not take any action to prevent, the appointment or election of such Investor Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Investor Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the Shareholders the election of such Investor Director to the Board in any meeting of Shareholders to elect directors, (2iii) including such nomination and recommendation regarding such individual directors or director nominees in the Company’s notice for any meeting of Shareholders to serve as elect directors and (iv) if necessary, expanding the Required Holders shall be entitled size of the Board in order to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in appoint the Certificate of Designation (collectively, the “Series B Preferred Directors”)Investor Director. (b) Until In the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the Investor Director (or any other vacancy created by removal thereof), the Investor shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall cause the Board to appoint such individual to the exclusion Board (who shall, following such appointment, be the Investor Director for purposes of all other classes or series of the Company’s capital stockthis Agreement), . Each Founder Party shall take actions to elect the Series B Preferred Directors, as provided in the Certificate of Designationsupport, and (b) the remaining two (2) directors of the Companyotherwise agrees not to take any action to prevent, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)any such appointment. (c) Any Series B Preferred At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the Investor Director elected is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Investor Director to serve on the Board and shall use best efforts to ensure that the Investor Director is re-appointed by the Shareholders to the Board pursuant to Section 2 the terms of the Certificate of Designation may be removed at Memorandum and Articles and any time, with or without cause byApplicable Law, and only by, the affirmative vote, given at a meeting or by written consent, Founder Parties shall not take any action to prevent the re-appointment of such Investor Director to the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisBoard. (d) The Series B Preferred Directors Each Founder Party agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote, or cause to be voted, or execute proxies or written consents, as the case may be, and the Company agrees that it shall not take any action, in favor of the removal of the Investor Director unless such removal shall be entitled for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofof its Subsidiaries, as provided in the Certificate (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude or (iii) abuse of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until The Company shall at or prior to the occurrence Closing Date cause three vacancies, constituting a majority of an Investor Rights Termination Eventthe Board of Directors, to be created on its Board of Directors, and on the Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (i2) there years after the Closing Date, one member of the Board of Directors shall be five (5) directors an independent director and one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, except and at each annual meeting of stockholders of the Company thereafter, so long as otherwise agreed the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to by Phoenix and the Required Holders or as provided any adjustments, into shares of Common Stock that in the Certificate aggregate represent 25% or more of Designation; and (ii) Phoenix the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate two (2) individual directors or director nominees in addition to serve any rights granted to the holders of Preferred Stock as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided set forth in the Certificate of Designation (collectivelyAmendment), from time to time, that number of directors to the “Series B Preferred Company's Board of Directors that would constitute a majority of the Board of Directors”). (b) Until . The Company shall cause such nominees of the occurrence Purchasers to be included in the slate of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon nominees recommended by the taking of a written consent of Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such purpose: nominees, including voting all shares for which the Company holds proxies (aunless otherwise directed by the stockholder submitting such proxy) the holders or is otherwise entitled to vote, in favor of the Series B Preferred Stock election of such persons. The Board of Directors shall have the rightappoint a Nominating Committee, voting separately as a class (to the exclusion of all other classes or series consisting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors Chief Executive Officer of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected a director designated by the holders Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Voting Securities, voting together as a single class on an as-converted to Common Stock basis Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the “Remaining Directors”Closing Date). (c) Any Series B Preferred Director elected pursuant to Section 2 In the event any nominee of the Certificate of Designation may be removed at Purchasers shall cease to serve as a director for any time, with or without cause by, and only byreason, the affirmative vote, given at Company shall use its best efforts to cause the vacancy resulting thereby to be filled by a meeting or by written consent, nominee of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisPurchasers. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Company shall promptly cause two vacancies to be created on its Board of Directors (by increasing the occurrence number of an Investor Rights Termination Event, (i) there shall be five (5) directors members of the CompanyBoard of Directors or otherwise) and at the Initial Closing shall cause two persons designated by the Fund (unless, except as otherwise agreed after customary investigation of such persons' qualifications, the Board of Directors reasonably determines in good faith that either or both of such persons is not qualified or acceptable under standards applied fairly and equally to all nominees) to be selected to fill such vacancies. One of the persons designated by Phoenix and the Required Fund may, at the Fund's written election, be designated by an Additional Investor, but in no case shall the Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate Preferred Stock collectively designate more than two (2) individual directors or director nominees persons to serve as directors and on the Required Holders Board of Directors. Such designees shall serve until the next succeeding annual meeting of stockholders of the Company to be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)held after such election. (b) Until Commencing with such next succeeding annual meeting of stockholders of the occurrence Company referred to in Section 8.10(a), (i) so long as the Fund holds 50% of the shares of Preferred Stock or Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate two directors to the Company's Board of Directors (one of whom at the Fund's written election may be designated by an Investor Rights Termination EventAdditional Investor) or (ii) so long as the Fund holds 25% of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not such shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate one director to the Company's Board of Directors, and, in either case, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders relevant future annual meetings of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors stockholders of the Company, each a successor to replace any such director upon expiration of whom his or her term. The Company shall cause such designees (unless, after customary investigation of any such person's qualifications, the Board of Directors reasonably determines in good faith that such person is not qualified or acceptable under standards applied fairly and equally to all nominees) to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designees, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, if the Fund has not designated a person pursuant to Section 8.10(a), or if the Fund is entitled to designate a director or directors to the Company's Board of Directors by virtue of the first sentence of this Section 8.10(b) and the Fund does not designate at least one director to the Company's Board of Directors, the Fund shall be independent under applicable Nasdaq entitled to receive all notices and SEC rulesmaterials distributed to the members of the Board of Directors of the Company, and to designate one person who shall be elected by entitled to attend all meetings of the holders Board of Voting Securities, voting together as a single class on an as-converted Directors and committees thereof and to Common Stock basis (the “Remaining Directors”)receive minutes of all such meetings upon preparation thereof. (c) Any Series B Preferred Director elected pursuant to Section 2 In the event any designee of the Certificate of Designation may be removed Fund (or at the Fund's written election, by an Additional Investor) shall cease to serve as a director for any timereason, with or without cause by, and only by, the affirmative vote, given at a meeting or other than by written consent, reason of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be Fund not being entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, designate a designee as provided in Section 8.10(a) or 8.10(b), the Certificate of Designation. The Company shall notify use its reasonable best efforts to cause the Series B Preferred Directors of all regular and special meetings vacancy resulting thereby to be filled by a designee of the Board and any committee of Fund (or at the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticesFund's written election, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersby an Additional Investor).

Board Representation. (a) Until As of the occurrence date of an Investor Rights Termination Eventthis Agreement, the Board has duly resolved to (i) there shall be five (5) directors nominate each of the Company▇▇▇▇▇ ▇▇▇▇, except as otherwise agreed to by Phoenix ▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation ▇▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Series B Preferred Applicable Directors”) for election to the Board at the Company’s next annual meeting of stockholders (including any adjournments or postponements thereof, the “2020 Annual Meeting”), (ii) appoint, effective as of the date of this Agreement, ▇▇▇▇▇▇▇ ▇▇▇▇▇ as Vice Chairman and (iii) appoint, effective as of the date of this Agreement, ▇▇▇▇▇ ▇▇▇▇ as Chair of the Compensation Committee to the Board. (b) Until The Company’s slate of nominees for election as directors of the occurrence of an Investor Rights Termination Event, Company at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: 2020 Annual Meeting shall comprise (ai) the holders of Applicable Directors and (ii) the Series B Preferred Stock shall have following other nominees: ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ (collectively, the right, voting separately as a class (to the exclusion of all other classes or series of “Named Company Directors”). The Company will recommend that the Company’s capital stock), to elect the Series B Preferred Directors, as provided stockholders vote in the Certificate of Designation, and (b) the remaining two (2) directors favor of the Company, each election of whom shall be independent under applicable Nasdaq the Applicable Directors and SEC rules, shall be elected by the holders of Voting Securities, voting together Named Company Directors at the 2020 Annual Meeting and will support the Applicable Directors for election in substantially the same manner as a single class on an as-converted to Common Stock basis (the “Remaining Named Company Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 The Company’s slate of nominees for election as directors of the Certificate Company at each meeting of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, stockholders of the holder(sCompany held during the Standstill Period at which directors are to be elected (the “Applicable Meetings”) who designated or nominated such directorshall include each of the Applicable Directors. The Remaining Directors may be removed at any time, with or without cause by Company shall recommend that the affirmative vote, given at a meeting or by written consent, Company’s stockholders vote in favor of the holders election of each of the Voting Securities, voting together Applicable Directors at each of the Applicable Meetings and shall support the Applicable Directors for election at each of the Applicable Meetings in substantially the same manner as a single class on an as-converted to Common Stock basisthe Company’s other nominees. (d) At all times while serving as a member of the Board (and as a condition to such service), the Applicable Directors shall (i) comply with all policies, codes and guidelines applicable to Board members (subject to Section 9), copies of which are either publicly available or have been provided to SRS or their counsel, (ii) not serve as a director or officer of any Competitor and (iii) otherwise qualify as “independent” of the Company pursuant to the applicable stock exchange listing requirements ((i) through (iii), the “Applicable Director Criteria”). The Series B Preferred Company acknowledges that ▇▇. ▇▇▇▇▇ does not satisfy clause (iii) of the definition of Applicable Director Criteria and agrees that such non-satisfaction (to the extent previously disclosed to the Board in ▇▇. ▇▇▇▇▇’▇ director and officer questionnaire submitted in connection with the 2020 Annual Meeting) shall not preclude ▇▇. ▇▇▇▇▇ from serving as an Applicable Director under this Agreement. (e) During the Standstill Period, SRS shall be entitled to designate three (3) persons to serve as members of the Board. Such persons shall serve as the Applicable Directors in accordance with this Agreement and may, but are not required to be, former or current employees of SRS or an affiliate of SRS. SRS shall be entitled to change its designation of the persons serving as the Applicable Directors from time to time and at any time during the Standstill Period. The Applicable Directors shall be entitled to reimbursement resign from the Board at any time in their discretion. Should any of the Applicable Directors resign from the Board, become unable to serve on the Board due to death, disability or other reasons or otherwise cease to serve on the Board for any reason (including as the result of SRS changing its designation of an Applicable Director) prior to the expiration of the Standstill Period, SRS will have the right to recommend for appointment to the Board a replacement director (a “Replacement”); provided, that any Replacement of an Applicable Director shall meet the Applicable Director Criteria. The appointment of a Replacement will be subject to a customary due diligence process by the Board (including the review of a completed D&O questionnaire (in the Company’s standard form), interviews with members of the Board and a customary background check) and completion by the Replacement of the following documents required of all non-executive directors on the Board: the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel and the Majority Voting Conditional Resignation Letter. The Company will use its reasonable best efforts to complete its approval process as promptly as practicable. The Company shall appoint the Replacement to the Board unless (i) the Board, in good faith, upon the advice of outside legal counsel, determines that appointing the proposed director would be inconsistent with its fiduciary duties under applicable law or (ii) the Replacement fails to satisfy the Applicable Director Criteria. For the avoidance of doubt, SRS will be entitled to continue to recommend different persons which meet the foregoing criteria until a Replacement is appointed. Except as otherwise specified in this Agreement, if a Replacement is appointed, all references in this Agreement to the term “Applicable Director” will include such Replacement. (f) During the Standstill Period, (i) SRS shall be entitled to appoint one (1) Applicable Director to the Corporate Governance Committee of the Board, (ii) SRS shall be entitled to appoint one (1) Applicable Director to the Compensation Committee of the Board, which Applicable Director shall serve as Chair of the Compensation Committee of the Board, (iii) the size of each of the Corporate Governance Committee and the Compensation Committees shall be set at three (3) members, all of whom shall qualify as “independent” of the Company pursuant to the applicable stock exchange listing requirements (unless the Board (including, solely in the case of an Applicable Director joining such committee, a majority of the directors who are not former or current employees of, or advisors or consultants to, SRS or an Affiliate of SRS) approves the appointment to such committee of a director who does not qualify as “independent” of the Company in accordance with an applicable exception thereunder) and (iv) SRS shall be entitled to designate one Applicable Director to serve as Vice Chairman of the Board; provided that, the Board shall not be required to reduce the size of each of the Corporate Governance Committee and the Compensation Committees to three (3) members pursuant to clause (iii) of this Section 1(f) until thirty (30) days following the date hereof. SRS shall be entitled to change its appointments and designations pursuant to this Section 1(f) from time to time and at any time during the Standstill Period. If SRS elects to change the Vice Chairman or the committee positions on which an Applicable Director serves, SRS shall provide written notice furnishing the name of the Person being replaced, the name of the Person to be appointed, and setting forth the positions in which the new appointee will serve. The Company shall promptly appoint the Applicable Director to the designated positions so long as, in the case of any committee appointments, such Applicable Director satisfies the applicable stock exchange listing requirements for serving on such committee. SRS has presently designated ▇▇. ▇▇▇▇ to serve on the Corporate Governance Committee and to serve on, and be Chair of, the Compensation Committee. SRS has presently designated ▇▇. ▇▇▇▇▇ to serve as Vice Chairman of the Board. (g) Promptly after the execution and delivery of this Agreement (or, in the case of any Replacement, immediately prior to such Person’s appointment to the Board), each of the Applicable Directors shall deliver (and any Replacement shall deliver, as applicable) to the Company an irrevocable resignation letter pursuant to which such Person shall resign from the Board and all costs applicable committees thereof, subject to the Board’s acceptance of such resignation (which may be accepted or rejected in its sole discretion), in the event of any of the following: (i) SRS fails to maintain the Minimum Ownership Levels as set forth in Section 5 hereof, in which case the resignation letter provided by such Applicable Director shall become effective; (ii) a judicial determination that such Applicable Director has materially breached any of the terms of this Agreement, in which case the resignation letter provided by such Applicable Director shall become effective; or (iii) a judicial determination that SRS has materially breached any of the terms of this Agreement, in which case the resignation letters provided by all of the Applicable Directors shall become effective. (h) Each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and expenses ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall not be nominated for reelection at the 2020 Annual Meeting. During the period commencing with the conclusion of the 2020 Annual Meeting through the expiration or termination of the Standstill Period, the Board and all applicable committees of the Board shall take all necessary actions (including with respect to nominations for election at the Applicable Meetings) so that the size of the Board is no more than nine (9) directors. (i) Following the conclusion of the 2020 Annual Meeting, unless the Board determines otherwise, all determinations regarding, and actions with respect to, SRS and this Agreement (including any amendment to or waiver under this Agreement) shall be made by either (i) the Board (excluding all directors who are current or former employees of, or advisors or consultants to, SRS or an Affiliate of SRS) or (ii) a committee of the Board comprised solely of directors who are independent under the standards of the Nasdaq Stock Exchange and are not current or former employees of, or advisors or consultants to, SRS or an Affiliate of SRS. (j) Upon the selection by the Board of a Chief Executive Officer on a non-interim basis, the Company will appoint the Chief Executive Officer to the Board; provided that if such Chief Executive Officer is already a director of the Company, the Board shall, no later than ninety (90) days after such selection of a Chief Executive Officer, appoint an additional director who is (i) independent under the standards of the Nasdaq Stock Exchange and (ii) not a former or current employee of, or advisor or consultant to, SRS or an Affiliate of SRS. The appointment of such director will be subject to the execution by such director of the following documents required of all non-executive directors on the Board: (i) the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel, (ii) the Majority Voting Conditional Resignation Letter and (iii) a D&O questionnaire (in attending the Company’s standard form). For the avoidance of doubt, the additional director appointed pursuant to this Section 1(j) shall be in addition to the Additional Director (as defined below) appointed pursuant to Section 1(k). (k) No later than ninety (90) days after the 2020 Annual Meeting, the Board will appoint an additional director who is (i) independent under the standards of the Nasdaq Stock Exchange and (ii) not a former or current employee of, or advisor or consultant to, SRS or an Affiliate of SRS (the “Additional Director”). The appointment of the Additional Director will be subject to the execution by the Additional Director of the following documents required of all non-executive directors on the Board: (i) the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel, (ii) the Majority Voting Conditional Resignation Letter and (iii) a D&O questionnaire (in the Company’s standard form). (l) SRS agrees that the Applicable Directors shall recuse themselves from the portion of any meetings of Board or committee or subcommittee meeting at which the Board or any such committee thereof, as provided in or subcommittee is evaluating and/or taking action with respect to (i) the Certificate exercise of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies Company’s rights or enforcement of all notices, minutes, consents and other materials provided to all other members any of the Board concurrently obligations under this Agreement, (ii) any proposed or pending (x) Extraordinary Transaction between the Company or any of its subsidiaries and SRS or its Affiliates, (y) other material transaction between the Company or any of its subsidiaries and SRS or any of its Affiliates from which SRS or an Affiliate of SRS receives or otherwise derives a material benefit (other than a benefit to which SRS or any of its Affiliates would be entitled in its capacity as a shareholder of the Company and in which all shareholders of the Company participate pro rata) or (z) material transaction between the Company or any of its subsidiaries and another entity in which SRS has representation on the board of directors (or equivalent governing body), or has beneficial ownership of 10% or more, of such materials are provided entity or such entity’s direct or indirect parent company, or (iii) any public stockholder proposal or public proposal to nominate any Person for election to the Board made by SRS or its Affiliates (the matters described in clauses (i)-(iii) of this Section 1(l) referred to as “Recusal Matters”). SRS agrees that the Applicable Directors shall not have access to documents or other membersinformation relating to Recusal Matters.

Board Representation. (a) Until From the occurrence date of an Investor Rights Termination Event, this Agreement until the earlier to occur of (i) there the first day on which the Holders shall be five (no longer own, beneficially or of record, at least 5) directors % of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate outstanding shares of Designation; ▇▇▇▇▇ Common Stock and (ii) Phoenix shall the expiration of ten years from the date of this Agreement, the Representatives will be entitled to nominate two designate an individual for election to the ▇▇▇▇▇ Board; provided, however, that such individual is reasonably acceptable to the Company at the time of his initial designation. Pursuant to the terms of the Merger Agreement, the Company, in accordance with its bylaws, has increased the size of the ▇▇▇▇▇ Board by one and caused the vacancy created by such increase to be filled by the election of the individual designated on behalf of the Holders in the Merger Agreement (2) individual directors or director nominees to the "Holders' Designee"), which election is effective as of the Effective Date. Such Holders' Designee will serve as directors until the first annual meeting of the stockholders of the Company following the date hereof and the Required Holders until his successor shall be entitled to nominate one (1) individual director duly elected and qualified or director nomineeuntil his death, who shall be independent under applicable Nasdaq and SEC rulesdisability, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)removal or resignation. (b) Until So long as the occurrence Representatives possess the right of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: designation described in paragraph (a) above, the holders Company shall nominate (or shall cause to be nominated) for election at each annual meeting of the Series B Preferred Stock shall have stockholders of the rightCompany after the date hereof, voting separately the incumbent Holders' Designee or such other individual as a class (the Representatives may designate; provided, however, that such other individual is reasonably acceptable to the exclusion Company at the time of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)his initial designation. (c) Any Series B Preferred Director So long as the Representatives possess the right of designation described in paragraph (a) above, if the Holders' Designee should die, become disabled, be removed, retire or resign during the term of his office, the Representatives shall be entitled to designate a successor Holders' Designee reasonably acceptable to the Company at the time of his initial designation, in which event the Company shall cause such successor Holders' Designee to be promptly elected pursuant to Section 2 as a member of the Certificate of Designation may be removed at any time▇▇▇▇▇ Board to fill the vacancy created by such death, with disability, removal, retirement or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisresignation. (d) The Series B Preferred Directors shall So long as the Representatives possess the right of designation described in paragraph (a) above, without the prior written consent of the Representatives (which consent will not be entitled to reimbursement from unreasonably withheld), neither the Company for all costs and expenses in attending any meetings nor the ▇▇▇▇▇ Board will (i) recommend that the Holders' Designee be removed by the stockholders of the Board Company or (ii) fail to recommend any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersincumbent Holders' Designee for reelection.

Board Representation. (a) Until Subject to applicable Law, immediately upon payment by Offeror for shares of Company Common Stock accepted at the occurrence Acceptance Time, and from time to time thereafter as shares of an Investor Rights Termination EventCompany Common Stock are acquired by Parent or Offeror, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Offeror representation on the Board of Directors of the Company of at least that number of directors which equals the product of (i) there shall be five the total number of directors on the Board of Directors (5giving effect to the election of any additional directors pursuant to this Section) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Offeror (including for purposes of this Section 1.03 such shares of Company Common Stock accepted for payment) bears to the number of shares of Company Common Stock then outstanding. The Company shall take all actions necessary to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including, subject to applicable Law and the Company’s Certificate of Incorporation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. Subject to applicable Law, the Company shall cause individuals designated by Parent to constitute the same percentage as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03(a)) to be on (i) each committee of the Board of Directors of the Company and (ii) subject to applicable Law and the Company’s Certificate of Incorporation, each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be entitled subject to nominate two (2compliance with Section 14(f) individual directors or director nominees of the Exchange Act. Subject to serve as applicable Law, and subject to Parent supplying the Company with the information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of the Required Holders Exchange Act and Rule 14f-1 promulgated thereunder, at the request of Parent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a) and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. The parties hereto acknowledge and agree that, from and after the Acceptance Date, the Company shall be entitled to nominate one a “controlled company” (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in within the Certificate meaning of Designation (collectively, the “Series B Preferred Directors”listing requirements of NASDAQ). (b) Until Notwithstanding the occurrence foregoing, from the Acceptance Time until the Effective Time, the Company shall use its best efforts to cause its Board of an Investor Rights Termination Event, Directors to always have at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining least two (2) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates, stockholders or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the Company, each continued listing requirements of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis NASDAQ (the “Remaining Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below two (2) for any reason whatsoever, the remaining Continuing Directors (or Continuing Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate, stockholder or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Continuing Director(s) for purposes of this Agreement; provided, further, that the remaining Continuing Directors shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director is appointed in such time period, Parent shall designate such Continuing Director(s); provided, further, that if no Continuing Director then remains, the other directors shall designate two (2) Persons who shall not be Affiliates, stockholders or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement. (c) Any Series B Preferred Director elected Notwithstanding anything in this Agreement to the contrary, following the election or appointment of any of Parent’s designees pursuant to Section 2 of 1.03(a) and until the Certificate of Designation may be removed at any time, with or without cause by, and only byEffective Time, the affirmative vote, given at vote of a meeting or by written consent, majority of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Continuing Directors shall be entitled required to reimbursement from (i) amend or terminate this Agreement on behalf of the Company, (ii) extend the time for performance of any obligation of, or action hereunder by, Parent or Merger Sub (or Offeror), (iii) exercise, enforce or waive compliance with any of the agreements or conditions contained herein for the benefit of the Company, (iv) take any action to seek to enforce any obligations of Parent or Merger Sub (or Offeror) under this Agreement or (v) take any other action by the Company under or in connection with this Agreement or the transactions contemplated hereby. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the reasonable expense of the Company for all costs the purpose of fulfilling their obligations hereunder and expenses in attending shall have the authority, after the Acceptance Date, to institute any meetings action on behalf of the Board or any committee thereofCompany to enforce the performance of this Agreement in accordance with its terms; provided, as provided in the Certificate of Designation. The Company however, that Parent shall notify the Series B Preferred Directors of all regular and special meetings have received at least three (3) Business Days’ prior notice of the Board and commencement of any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersaction.

Board Representation. (a) Until As promptly as practicable following the date of this Agreement, the Board shall (i) increase the size of the Board from eight (8) to ten (10) directors and (ii) appoint two individuals designated by ACP to serve on the Board (the “Stockholder Designees”); provided, however, that such Stockholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs with respect to a Stockholder Designee, the Stockholders shall promptly cause such Stockholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which such Stockholder Designee is then appointed or on which he or she is then serving, and the right of ACP to designate such Stockholder Designee shall terminate. The first Stockholder Designee (the “First Stockholder Designee”) shall be appointed to the class of Directors that stood for reelection at the most recently completed stockholder meeting and the second Stockholder Designee (the “Second Stockholder Designee”) shall be appointed to the class of Directors that stood for reelection at the third most recently completed stockholder meeting. For the avoidance of doubt, the Company may at any time and from time to time increase or decrease the size of the Board or change its composition; provided that such increase or decrease does not affect the tenure, term or other rights to serve as a member of the Board of any Stockholder Designee as set forth in this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Stockholder Designee designated by ACP pursuant to Section 3.1 (i) shall not be a person that, at the time of such designation, would be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D if such Stockholder Designee were the “person filing” such Schedule 13D, (ii) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ or pursuant to applicable Law, (iii) shall, prior to his or her appointment to the Board provide an executed resignation letter in substantially the form set forth in Exhibit B hereto resigning from the Board and from any committees or subcommittees thereof to which he or she is then appointed or on which he or she is then serving upon the occurrence of an Investor Rights the Board Right Termination EventEvent applicable to such Stockholder Designee, and (iv) shall, in the good faith reasonable judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Code of Business Conduct and Ethics included in the corporate governance section of the Company’s website (as in effect from time to time), in each case to the extent applicable to all non-employee Directors generally. The Company agrees that each of the persons set forth on Schedule 3.1(b) satisfies all of the foregoing requirements of this Section 3.1(b) as of the date hereof. The Stockholder Designee shall, upon appointment or election, as the case may be, to the Board, abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, policies requiring the pre-clearance of all securities trading activity by or on behalf of such Stockholder Designee and the Company’s Code of Business Conduct and Ethics (other than any such code or policy, or portion thereof, if any, that conflicts with the obligations of the Stockholders under this Agreement or would impose any obligation on any Stockholder not expressly set forth in this Agreement). For the avoidance of doubt, the Company shall provide each Stockholder Designee with the same director indemnification and exculpation, including without limitation indemnification agreements and directors’ and officers’ insurance coverage, as are available from time to time to non-employee directors generally. (c) During the Board Right Period, the Company shall use commercially reasonable efforts to procure, at each annual general meeting of stockholders of the Company occurring during the Board Right Period at which the term of the Stockholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Stockholder Designee to the Board, including by (i) nominating such Stockholder Designee for election to serve as a Director as provided in this Agreement, (ii) subject to compliance by ACP with Section 3.1(f), including such nomination and other required information regarding such Stockholder Designee in the Company’s proxy materials for such meeting of stockholders and (iii) soliciting or causing the solicitation of proxies in favor of the election of such Stockholder Designee as a Director, for a term expiring at the next annual general meeting of Stockholders at which members of the class of Directors to which the Stockholder Designee belongs are to be elected or re-elected, as the case may be, or until such Stockholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Stockholder Designee may resign, retire, die or be removed (for any reason) as a Director, including upon the occurrence of a Board Right Termination Event in accordance with the terms of this Agreement. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the election or re-election of any individual pursuant to Section 3.1(c) if such individual shall have previously been designated by ACP pursuant to Section 3.1(a) or 3.1(e) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c) in respect thereof), and, following the vote of stockholders at the annual general meeting of stockholders of the Company, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s stockholders. (e) In furtherance of, and not in limitation to, ACP’s rights in this Section 3.1, during the Board Right Period, (i) there ACP shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Stockholder Designee to replace any Stockholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of stockholders at a meeting of stockholders of the Company shall have failed to be five (5) directors elected or re-elected, as the case may be, by the requisite vote of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation’s stockholders; and (ii) Phoenix the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Stockholder Designee and, in addition, promptly following the receipt of written notice from ACP as contemplated above following the resignation, retirement, death or removal from office of such Stockholder Designee, the Board shall appoint such replacement Stockholder Designee to serve on the Board in the class of Directors previously including such former Stockholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual meeting of stockholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Stockholder Designee belongs are to be elected, ACP shall (i) notify the Company in writing of the name of the Stockholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Stockholder Designee to provide, to the Company, all information concerning such Stockholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required by the Company’s standard director and officer questionnaire (including any reasonable follow-up requests by the Company for additional information). (g) During the Board Right Period, the Company agrees that any Stockholder Designee serving as a Director shall be entitled to nominate two (2) individual directors the same rights, privileges and compensation applicable to all other non-employee Directors generally or director nominees to serve as which all such non-employee Directors are entitled, including any rights with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement, except that, with respect to the Required Holders First Stockholder Designee, such Stockholder Designee shall be entitled not receive the director compensation (including fees and any non-cash equity or other consideration) that is payable by the Company to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)non-employee Directors generally. (bh) Until Notwithstanding anything in this Section 3.1 to the occurrence contrary, (i) the Company will not be obligated to take any action in respect of an Investor Rights Termination Eventany Stockholder Designee pursuant to Sections 3.1(c) if ACP shall have failed, at each Company Stockholders’ Meetingin any material respect, to provide, or upon cause to be provided, the taking notice and information required by clauses (i) and (ii) of a written consent of stockholders for such purpose: (a) Section 3.1(f); provided, however, that following the holders curing of the Series B Preferred Stock any such failure, ACP’s right to designate Stockholder Designees shall have be reinstated and the right, voting separately Company will take such action as a class (is necessary to appoint or otherwise reinstate the Stockholder Designees to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of DesignationBoard, and (bii) if a material breach of this Agreement by the remaining two Stockholders shall have occurred, which breach has not been cured in all material respects within fifteen (215) directors Business Days of the receipt by the Stockholders of written notice from the Company specifying in reasonable detail the nature of such material breach, in addition to any other remedies that the Company may have, the Company may terminate ACP’s right to designate the Stockholder Designees hereunder. (i) During the Board Right Period, except as required by applicable Law, the Company shall not take any action to cause the removal (without cause) of a Stockholder Designee serving as a Director. ACP shall cause each then-serving Stockholder Designee to resign (subject to ACP’s right to designate a replacement Stockholder Designee in accordance with Section 3.1(e)) or, if reasonably sufficient, recuse himself or herself if the presence of such individual as a Stockholder Designee on the Board shall, in the reasonable and good faith judgment of the Board (after deliberation and an opportunity for the applicable Stockholder Designee to be heard if desired), reasonably be likely to violate applicable Law or otherwise be reasonably likely to impair the Board’s exercise of its fiduciary duties. (j) Notwithstanding anything to the contrary in this Agreement, each Stockholder Designee, during the term of any service as a Director of the Company, each of whom shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together prohibited from acting in his or her capacity as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 director and complying with his or her fiduciary duties as a director of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. Effective upon the IPO Closing, the Purchaser shall have the right to designate one individual (the “Purchaser Designee”) to be, at Purchaser’s election, either (a) Until the occurrence of an Investor Rights Termination Event, a non-voting observer (ia “Board Observer”) there shall be five (5) directors of the Company, except ’s board of directors (the “Board”) or (b) elected as otherwise agreed to by Phoenix and a member of the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Board. Any Board Observer shall be entitled to nominate two attend meetings of the Board, and to receive all information provided to the members of the Board during the period in which such person is a Board Observer; provided, that the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees. In the event of the Purchaser Designee’s death, disability or resignation from the Board prior to the Business Combination Closing, the Purchaser shall have the right to designate a replacement Purchaser Designee. In the event the Purchaser designates a Purchaser Designee to be elected to the Board pursuant to clause (2b) individual directors or director nominees above, the Sponsor hereby agrees to serve as directors vote all of its shares in the Company in favor of the election of the Purchaser Designee, and the Required Holders Purchaser Designee shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided an indemnification agreement in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each form attached hereto as Exhibit D. The Company Stockholders’ Meeting, may exclude any Board Observer from access to any material or upon the taking of a written consent of stockholders for such purposemeeting or portion thereof if: (ai) the holders of the Series B Preferred Stock shall have the rightBoard concludes in good faith, voting separately as a class (to the exclusion of all other classes or series upon advice of the Company’s capital stock)counsel, that such exclusion is reasonably necessary to elect preserve the Series B Preferred Directors, as provided in attorney-client privilege between the Certificate Company and such counsel; or (ii) such portion of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on is an as-converted executive session limited solely to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other independent director members of the Board, independent auditors and/or legal counsel, as the Board concurrently as may designate, and the Board Observer (assuming the Board Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the NASDAQ Capital Market, or such materials other exchange on which the Company’s securities are provided then traded. In the event the Purchaser designates a Board Observer pursuant to clause (a) above, Purchaser’s Board Observer shall have no duties, fiduciary or otherwise, to the other membersCompany.

Board Representation. (a) Until Each Executive Stockholder and Carlyle Stockholder shall vote all of the occurrence Voting Shares over which such Executive Stockholder or such Carlyle Stockholder has voting control and shall take all other necessary or desirable actions within such Executive Stockholder’s or such Carlyle Stockholder’s control (whether in such Executive Stockholder’s or such Carlyle Stockholder’s capacity as a stockholder, director, member of an Investor Rights Termination Eventa 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, execution of written consents in lieu of meetings, and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws) so that (i) there the authorized number of directors (the “Directors”) on the Board shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix at least six and the Required Holders or as provided in the Certificate of Designation; no greater than nine and (ii) Phoenix the Directors shall be entitled the persons nominated or designated in accordance with this Section 1. The smallest number of Directors as shall constitute a majority of the total number of Directors from time to nominate two (2) individual directors or director nominees time authorized to serve on the Board shall be designated for nomination for election by the Carlyle Stockholders; provided, however, that not more than three of such designees of the Carlyle Stockholders at any time may be full-time employees of the Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries), and any additional such designees of the Carlyle Stockholders at any time shall be designated for nomination for election after consultation with the Chief Executive Officer of the Company. Two of the Directors shall be designated for nomination for election by the Chief Executive Officer of the Company and shall be full-time employees of BAH; provided, however, that at any time when the Chief Executive Officer of the Company is a natural person who has not been a full-time employee of BAH for at least five years, such two Directors shall instead be designated for nomination for election by the Executive Stockholders holding a majority of the Voting Shares held by all Executive Stockholders (in either case, the individuals designated pursuant to this sentence shall be referred to as directors the “Executive Directors”). Any remaining Directors shall be jointly designated for nomination for election by the Chief Executive Officer and the Required Holders shall be entitled to nominate one Carlyle Stockholders; provided, however, that if (1x) individual director or director nomineethe Chief Executive Officer of the Company is a natural person who has not been a full-time employee of BAH for at least five years, who shall be independent under applicable Nasdaq (y) such Chief Executive Officer of the Company has not been designated as a Executive Director, and SEC rules, to (z) the Carlyle Stockholders determine that such Chief Executive Officer of the Company should serve as a directorDirector, such Chief Executive Officer shall be so designated for nomination for election and shall constitute one of such remaining Directors. Any Directors (other than the Chief Executive Officer of the Company) designated pursuant to the immediately preceding sentence, and any Directors designated by the Carlyle Stockholders who are not full-time employees of the Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries) and were designated after consultation with the Chief Executive Officer of the Company are hereinafter sometimes referred to as provided in the Certificate of Designation (collectively, the “Series B Preferred Unaffiliated Directors”). (b) Until The Company shall cause the occurrence of an Investor Rights Termination Eventindividuals designated in accordance with Section 1(a) to be nominated for election to the Board, shall solicit proxies in favor thereof, and at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series stockholders of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Company at which directors of the Company, each of whom shall Company are to be independent under applicable Nasdaq and SEC ruleselected, shall be elected by recommend that the holders stockholders of Voting Securities, voting together as a single class on an as-converted the Company elect to Common Stock basis (the “Remaining Directors”)Board each such individual nominated for election at such meeting. (c) Any Series B Preferred Director elected pursuant Except as would be contrary to Section 2 any applicable law, rule or regulation (including any rule or regulation of any exchange upon which securities of the Certificate Company or any of Designation its subsidiaries may be removed at any timelisted), with or without cause byeach committee of the Board, and only by, the affirmative vote, given at a meeting or by written consent, each committee of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any timeboard of directors of Buyer, with or without cause BAH and, unless otherwise determined by the affirmative voteBoard, given at a meeting or by written consent, each other subsidiary of the holders Company, shall include at least one Executive Director; provided, however that following an IPO no Executive Director shall serve on any audit or compensation committee of any of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisforegoing. (d) The Series B Preferred Directors Subject to the provisions of the Company’s certificate of incorporation, a Director may be removed from the Board upon the request of the Person or group of Persons that designated such Director, and not otherwise; provided that nothing in this Agreement shall be entitled construed to reimbursement impair any rights that the Stockholders of the Company may have to remove any Director for cause; provided, further, that any Executive Director shall be removed automatically from the Company Board upon such Executive Director’s Termination of Service. (e) In the event that any Director for all costs and expenses in attending any meetings reason ceases to serve as a member of the Board during his term of office, the Person or group of Persons who designated such Director shall have the right to designate for appointment by the remaining Directors of the Company an individual to fill the vacant directorship. Each of the Company, the Carlyle Stockholders and the Executive Stockholders agrees to take such actions as will result in the appointment as soon as practicable of any committee thereofindividual so designated by each such Person or group of Persons. (f) At such time as the Carlyle Stockholders cease collectively to own and have the power to dispose of Company Common Stock, Company Non-Voting Common Stock and Company Restricted Common Stock representing at least forty percent (40%) of the interests in the Company represented by all issued and outstanding shares of Company Common Stock, Company Non-Voting Common Stock and Company Restricted Common Stock, the Carlyle Stockholders and the Executive Stockholders shall discuss and use commercially reasonable efforts to agree upon, and, subject to Section 16(k), shall amend this Agreement to effect, appropriate amendments to this Section 1 and such other provisions of this Agreement as shall be appropriate, in each case to be consistent with the ownership position of the Carlyle Stockholders at that time. (g) For so long as the Company qualifies as a “controlled company” under the applicable listing standards then in effect, the Company will elect to be a “controlled company” for purposes of such applicable listing standards, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company, the Carlyle Stockholders and the Executive Stockholders acknowledge and agree that, as provided of the date of this Agreement, the Company is a “controlled company.” After the Company ceases to qualify as a “controlled company” under applicable listing standards then in effect, each of the Carlyle Stockholders and the Executive Stockholders acknowledges that a sufficient number of their designees will be required to qualify as “independent directors” to ensure that the Board complies with such applicable listing standards in the Certificate of Designation. The Company time periods required by the applicable listing standards then in effect, and shall notify discuss and use commercially reasonable efforts to agree upon appropriate changes to their designees consistent with the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersforegoing.

Board Representation. (a) Until The Holder shall have the occurrence of an Investor Rights Termination Eventright, (i) there shall be five (5) directors of the Companyfollowing consultation with E-House, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one designate on (1) individual director or director nomineeDirector for nomination for election to the Board. The Holder shall retain this right until the first date on which the Holder, who together with its affiliates, is no longer a Major Shareholder; provided that, notwithstanding the foregoing, the rights of the Holder in this Section 3.1 shall be independent under subject to applicable Nasdaq law, and SEC shall be subject to NYSE or other exchange or quotation system rules, as applicable, to serve as a directorthe extent required such that the shares shall continue to be listed on the NYSE or other exchange or quotation system, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)applicable. (b) Until For so long as the occurrence Holder has the right to designate one (1) Director for nomination for election to the Board pursuant to Section 3.1(a), E-House agrees to use its best efforts to cause the election of an Investor Rights Termination Eventsuch Director to the Board, at each Company Stockholders’ Meetingincluding by (i) nominating such individual to be elected as a Director as provided herein, or upon the taking of a written consent (ii) including such nomination and other required information regarding such individual in E-House’s proxy statement for its annual meeting of stockholders for and (iii) solicitation of proxies in connection with the election of such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately individual as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Director. (c) Any Series B Preferred For so long as the Holder has the right to designate one (1) Director elected for nomination for election to the Board pursuant to Section 2 of 3.1(a), in the Certificate of Designation may be removed event that a vacancy is created at any timetime by the death, disability, retirement, resignation or removal (with or without cause bycause) of the Director, the Holder shall have the right to designate a replacement to fill such vacancy, and only byE-House, subject to applicable law, the affirmative vote, given at a meeting or by written consent, bylaws and the fiduciary duties of the holder(s) who designated Board, shall use its best efforts to take all necessary or nominated such director. The Remaining Directors desirable actions as may be removed at required under applicable law to cause the individual designated by the Holder to be appointed or elected. For so long as the Holder has the right to designate one (1) Director for nomination for the election to the Board pursuant to Section 3.1(a), E-House shall not take any time, with or action to cause the removal of the Holder’s Director without cause (which shall include violation of the confidentiality agreement between the Director and E-House) unless it is directed to do so by the affirmative voteHolder, given at and if the E-House is so directed, E-House shall use its best efforts to take all necessary or desirable actions to effect such removal and to elect a meeting or by written consent, of replacement Director as provided in the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisimmediately preceding sentence. (d) The Series B Preferred Directors Notwithstanding the provisions of Section 3.1(a), (b) and (c) above, as of and after such time as the Holder, together with its affiliates, is no longer a Major Shareholder, the Holder shall be entitled have no right to reimbursement nominate any Director to the Board as set forth in this Section 3.1, and E-House shall have the right to remove or procure the removal of, and the Holder shall render all necessary assistance for the purpose of the removal of the Director, who was designated by the Holder and elected to the Board pursuant to this Section 3.1, from the Company for all costs and expenses Board in attending accordance with any meetings resolution of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersShareholders.

Board Representation. (a) Until For so long as Tencent is an Important Shareholder, Tencent shall have the occurrence right, following consultation with the Company (but, for the avoidance of an Investor Rights Termination Eventdoubt, (i) there shall be five (5) directors of the Companyat Tencent’s discretion), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate designate one (1) individual director or director nominee, who of the Company (the “Tencent Director”) for nomination for election to the Company’s board of directors (the “Board”). The Tencent Director shall be independent under appointed to each committee of the Board (other than the Audit Committee (the “Audit Committee”)) in place from time to time; provided that (i) the Board will have the right to approve the Tencent Director (such approval not to be unreasonably withheld, conditioned or delayed, it being understood that such approval right is intended to permit the Board to comply with its fiduciary duties and that Tencent will, subject to those duties, be entitled to select its designee in its discretion), (ii) the Tencent Director shall at all times be an individual from the senior management of Tencent; (iii) the Company may exclude any director from meetings of the Board or its committees if (A) attendance would violate any applicable Nasdaq securities laws or listing requirements or (B) the Board reasonably determines that such exclusion is necessary with respect to any matter in which such director holds any interest adverse to the Company or its Subsidiaries or to preserve attorney-client privilege. Each of Tencent and SEC rulesE-House hereby agrees to cause any director designated by it, to serve as and any director of the Company who is a director, officer or employee of it or its affiliates, to be bound by and comply with the Company’s confidentiality, trading windows and blackout policies applicable to directors, as provided in effect from time to time and duly noticed to the Certificate of Designation (collectively, the “Series B Preferred Directors”)directors. (b) Until For so long as Tencent has the occurrence right to designate the Tencent Director for nomination for election to the Board pursuant to Section 3.1(a), E-House and the Company agree to use their reasonable best efforts to cause the election or appointment of an Investor Rights Termination Eventthe Tencent Director to the Board, at each including by (i) nominating such individual to be elected as a director of the Company Stockholders’ Meetingas provided herein, or upon (ii) including such nomination and other required information regarding such individual in the taking of a written consent Company’s proxy statement for its annual meeting of stockholders for and (iii) solicitation of proxies in connection with the election of such purpose: individual as a director of the Company. The Company shall (a) at all times maintain directors’ and officers’ liability insurance for the holders benefit of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series Tencent Director in accordance with past and current practice for directors of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Company and (b) enter into an indemnification agreement with the remaining two Tencent Director on the effective date of this Agreement (2) directors or, in the case of any subsequent Tencent Director, on the Companydate such person becomes a director), in each case, to the reasonable satisfaction of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Tencent. (c) Any Series B Preferred For so long as Tencent has the right to designate the Tencent Director elected for nomination for election to the Board pursuant to Section 2 of 3.1(a), in the Certificate of Designation may be removed event that a vacancy is created at any timetime by the death, disability, retirement, resignation or removal (with or without cause bycause) of the Tencent Director, Tencent shall have the right to designate a replacement to fill such vacancy, and only byE-House and the Company, subject to applicable law, the affirmative vote, given at a meeting or by written consent, bylaws and the fiduciary duties of the holder(s) who designated Board, shall use their reasonable best efforts to take all necessary or nominated such director. The Remaining Directors desirable actions as may be removed at required under applicable law to cause the individual designated by Tencent to be appointed or elected without delay. For so long as Tencent has the right to designate the Tencent Director for nomination for the election to the Board pursuant to Section 3.1(a), none of E-House and the Company shall take any time, with or action to cause the removal of the Tencent Director without cause by the affirmative vote, given at a meeting or by written consent, (provided that (i) any material violation of the holders confidentiality agreement between the Tencent Director and the Company shall constitute cause and (ii) E-House and the Company shall consult with Tencent prior to the removal of the Voting SecuritiesTencent Director for cause) unless it is directed to do so by Tencent, voting together and if the Company is so directed, the Company shall use its reasonable best efforts to take all necessary or desirable actions to effect such removal and to elect a replacement without delay as a single class on an as-converted to Common Stock basisprovided in the immediately preceding sentence. (d) The Series B Preferred Directors Notwithstanding the provisions of Section 3.1(a), (b) and (c) above, as of and after such time as Tencent, together with its affiliates, is no longer an Important Shareholder, Tencent shall be entitled have no right to reimbursement nominate any Director to the Board as set forth in this Section 3.1, and E-House and the Company shall have the right to remove or procure the removal of, and Tencent shall render all reasonable and necessary assistance for the purpose of the removal of the Tencent Director from the Company for all costs and expenses Board in attending accordance with any meetings resolution of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersShareholders.

Board Representation. (a) Until The Merger Agreement provides that promptly after such time as the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Offeror acquires Shares pursuant to the Offer which represent at least a majority of the Companyoutstanding Shares (on a fully diluted basis), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Parent shall be entitled to nominate designate at its option up to that number of directors, rounded to the next whole number, of the Company Board, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by the Parent equal to the aggregate voting power of the Shares owned by the Offeror, the Parent or any of their affiliates (assuming the exercise of all options to purchase Common Stock); provided, however, until the Effective Time, such Board of Directors shall have at least two directors who are directors on the date of the Merger Agreement (2) individual directors the "Company Designees"), provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, the Parent shall always have its designees represent at least a majority of the entire Company Board. From and after the time that the Parent's designees constitute a majority of the Company Board, any actions relating to the amendment or director nominees to serve as directors and termination of the Required Holders Merger Agreement by the Company or any extension of time requiring the approval of the Company or waiver of any condition or rights of the Company thereunder or any action that would adversely affect the rights of the stockholders of the Company or the holders of Options must be approved by a majority of the Company Designees then in office; provided, that if the number of Company Designees shall be reduced below two for any reason whatsoever, any remaining Company Designee shall be entitled to nominate one (1) individual director or director nominee, designate a person to fill such vacancy who shall be independent under applicable Nasdaq and SEC rulesdeemed to be a Company Designee for purposes of the Merger Agreement or, to serve as a director, as provided in the Certificate of Designation (collectivelyif no Company Designee then remains, the “Series B Preferred Directors”). (bother directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Offeror or Parent and such persons shall be deemed to be Company Designees for purposes of the Merger Agreement. Subject to applicable law, the Company has agreed to take all action requested by the Parent which is reasonably necessary to effect any such election, including mailing to its stockholders the information required by Section 14(f) Until of the occurrence Exchange Act and Rule14f-1 promulgated thereunder. Conditions Precedent. The respective obligations of an Investor Rights Termination Event, each party to effect the Merger are subject to the fulfillment at each Company Stockholders’ Meeting, or upon prior to the taking Effective Time of a written consent of stockholders for such purposethe following conditions: (ai) if required by applicable law, the holders stockholders of the Series B Preferred Stock Company shall have approved the rightMerger; provided, voting separately as a class (however, that the Parent and the Offeror shall vote all of their shares of Company Common Stock entitled to the exclusion of all other classes or series vote thereon in favor of the Company’s capital stock)Merger, (ii) no statute, rule, regulation, executive order, decree, ruling or injunction or other order issued by any court of competent jurisdiction or other governmental or regulatory entity preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties shall have used its reasonable efforts to elect the Series B Preferred Directorshave any such decree, as provided in the Certificate of Designationruling, injunction or order vacated, and (biii) all material governmental consents, orders and approvals legally required for the remaining two (2) directors consummation of the CompanyMerger shall have been obtained and any waiting period (and any extension thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis amended (the “Remaining Directors”). (c"HSR Act") Any Series B Preferred Director elected pursuant to Section 2 and under antitrust laws of applicable jurisdictions outside the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided United States applicable to the other membersMerger shall have expired or been terminated.

Board Representation. Effective upon the closing of the IPO and prior to the date of the Business Combination Closing, the Purchaser shall have the right to designate one individual (the “Purchaser Designee”) to be, at Purchaser’s election, either (a) Until a non-voting observer (a “Board Observer”) of the occurrence Board or (b) elected as a member of an Investor Rights Termination Event, (i) there the Board. Any Board Observer shall be five entitled to attend meetings of the Board, and to receive all information provided to the members of the Board during the period in which such person is a Board Observer; provided, that the Board Observer shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees. In the event of the Purchaser Designee’s death, disability or resignation from the Board prior to the Business Combination Closing, the Purchaser shall have the right to designate a replacement Purchaser Designee. In the event the Purchaser designates a Purchaser Designee to be elected to the Board pursuant to clause (5b) above, each Sponsor hereby agrees to vote all of its shares in the Company in favor of the election of the Purchaser Designee, and the Purchaser Designee shall be entitled to such contractual indemnification as is provided to the other directors of the Company, except as otherwise agreed . The Company may exclude any Board Observer from access to by Phoenix and the Required Holders any material or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors meeting or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purposeportion thereof if: (ai) the holders of the Series B Preferred Stock shall have the rightBoard concludes in good faith, voting separately as a class (to the exclusion of all other classes or series upon advice of the Company’s capital stock)counsel, that such exclusion is reasonably necessary to elect preserve the Series B Preferred Directors, as provided in attorney-client privilege between the Certificate Company and such counsel; or (ii) such portion of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on is an as-converted executive session limited solely to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other independent director members of the Board, independent auditors and/or legal counsel, as the Board concurrently as may designate, and the Board Observer (assuming the Board Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange, or such materials other exchange on which the Company’s securities are provided then traded. In the event the Purchaser designates a Board Observer pursuant to clause (a) above, Purchaser’s Board Observer shall have no duties, fiduciary or otherwise, to the other membersCompany. If the Purchaser does not designate a Purchaser Designee prior to the date of the Business Combination Closing, its rights pursuant to this Section 9 shall terminate.

Board Representation. (ai) Until Promptly following the occurrence written request of an Investor Rights the Purchaser, if prior to a Termination Event, the Board shall adopt resolutions that (i) there shall be five increase the number of natural persons that constitute the whole Board by one (51) directors person and (ii) fill the vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser, who must in the reasonable judgment of the Company, except (A) qualify as otherwise agreed to by Phoenix an Independent Director, (B) have the requisite skill and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, experience to serve as a directordirector of a publicly traded company, (C) not be prohibited or disqualified from serving as provided a director of the Company pursuant to the Company’s Bylaws (as in effect as of the date of determination) or any rule or regulation of the Commission, NASDAQ (or any other principal stock exchange or market upon which the Common Stock may trade), the Company’s, Nominating and Corporate Governance Committee Charter (as in effect as of the date of determination) or by applicable law and (D) otherwise be reasonably acceptable to the Company (the “Designated Director”). Such Designated Director shall stand for nomination and appointment to the Company’s Board of Directors in accordance with the provisions in the Certificate of Designation (collectivelyCompany’s, Nominating and Corporate Governance Committee Charter. The Purchaser shall, and shall cause the Designated Director to, timely provide the Company with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by the Company under the Exchange Act. In addition, at the Company’s request, the “Series B Preferred Directors”)Purchaser shall cause the Designated Director to complete and execute the Company’s standard director and officer questionnaire and provide such other information as the Company may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by the Company. (bii) Until the occurrence of an Investor Rights Termination EventThe Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, at each Company Stockholders’ Meeting, resignation or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)removal. (ciii) Any Series B Preferred Director elected pursuant In order to Section 2 of designate an individual for appointment to the Certificate of Designation may be removed at any time, with or without cause by, and only byBoard, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted Purchaser must submit to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs a written notice in accordance with the notice provisions set forth in Section 7.8 of this Agreement, which notice shall include (i) the name, age, business address and expenses in attending any meetings residence address of the Board or any committee thereofsuch designee, as provided in the Certificate (ii) a current resume and curriculum vitae of Designation. The Company shall notify the Series B Preferred Directors of all regular such designee and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is (iii) a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as statement describing such materials are provided to the other membersdesignee’s qualifications.

Board Representation. (a) Until For so long as the occurrence of an Strategic Investor's Percentage is at least 8%, the Strategic Investor Rights Termination Event, (i) there shall be five entitled (5but not required) directors to designate one individual (the "Strategic Investor's Designee") to be appointed to the Board and the Board shall (within ten Business Days after receiving such notice from the Strategic Investor) take all reasonably practicable action (including, to the extent permitted without obtaining approval of the Shareholders, by amending the organizational documents of the Company, except as otherwise agreed if necessary, or increasing the size of the Board) to by Phoenix and cause the Required Holders or as provided in Strategic Investor's Designee to be appointed to the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees Board to serve as a member of the Board for a term expiring not earlier than the Company's next annual meeting of Shareholders at which directors of the Company are to be elected, provided that such Strategic Investor's Designee consents in writing to serve as a director and is, and remains, eligible under the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent Act and under applicable Nasdaq and SEC rules, the rules of the CSE to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until For so long as the occurrence of an Investor Rights Termination EventStrategic Investor's Percentage is at least 8%, the Company shall nominate and cause the Strategic Investor's Designee to be included as a nominee proposed by the Company to the Shareholders for election as a director at each Company Stockholders’ Meeting, or upon the taking meeting of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Shareholders at which directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall Company are to be elected by following the holders appointment of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Strategic Investor's Designee. (c) Any Series B Preferred Director elected pursuant The Company shall nominate and use commercially reasonable efforts to Section 2 cause the election of the Certificate Strategic Investor's Designee (which shall include, (i) subject to applicable Laws, including in any management information circular used by the Company to solicit the vote of Designation may be removed at its Shareholders in connection with any timesuch meeting, with or without cause bythe recommendation of the Board that Shareholders vote in favour of the director nominated by the Company and (ii) soliciting and obtaining proxies in favour of, and only byotherwise supporting the election of, such Strategic Investor's Designee at the affirmative voteapplicable meeting of Shareholders, given each in a manner no less favourable than the manner in which the Company supports its other nominees for election at a the applicable meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisShareholders). (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors Strategic Investor in writing promptly upon determining the date of any meeting of Shareholders at which directors of the Company are to be elected and the Strategic Investor shall advise the Company and the Board of the name of the Strategic Investor's Designee, if any, within ten Business Days after receiving such notice. (e) If the Strategic Investor does not advise the Company and the Board of the Strategic Investor's Designee or does not advise the Company that it wishes to decline to designate a Strategic Investor's Designee for nomination for election at the relevant meeting of Shareholders within the time set forth in Section 4.1(d), then the Strategic Investor will be deemed to have designated its incumbent designee, if any, for nomination for election at the relevant meeting of Shareholders. (f) If a Strategic Investor's Designee is not elected by Shareholders or ceases to hold office as a director of the Company for any reason, the Strategic Investor shall be entitled (but not required) to designate an individual to replace such Strategic Investor's Designee and the Company shall promptly take all regular steps as may be necessary to cause the Board to appoint as soon as practicable such individual to the Board to replace the Strategic Investor's Designee who has not been elected or ceased to hold office, provided that such Strategic Investor's Designee consents in writing to serve as a director and special is, and remains, eligible under the Act and under the rules of the CSE to serve as a director. (g) For so long as the Strategic Investor's Designee serves as a member of the Board, the Strategic Investor's Designee shall be eligible to serve on any committee of the Board, provided that the Strategic Investor's Designee satisfies the eligibility criteria for such committee as reasonably determined by the Board or an authorized committee thereof from time to time, the rules of the CSE and applicable corporate laws and Securities Laws. (h) The Company covenants that all Board meetings of and Board committee meetings will be held in English and all Board minutes, committee minutes, notices and related correspondence will be written in English. (i) Each Strategic Investor Nominee shall be compensated for the Strategic Investor's Designee service on the Board and any committee thereof consistent with the Company's policies for director compensation, provided that any full-time employee of the Board of which Strategic Investor or any of its Affiliates who serves as a Strategic Investor's Designee shall not be entitled to any salary or compensation from the Series B Preferred Directors is Company for the Strategic Investor's Designee's services. Each Strategic Investor's Designee shall be reimbursed for all reasonable expenses related to such service on the Board consistent with the Company's policies for director reimbursement. If the Company adopts a member. policy that directors own a minimum amount of equity in the Company, the Strategic Investor's Designee shall not be subject to such policy. (j) The Company shall at all times provide the Series B Preferred Directors Strategic Investor's Designee (in his or her capacity as a member of the Board) with copies of all notices, minutes, consents the same rights to indemnification and other materials provided exculpation that it provides to all the other members of the Board concurrently as such materials are provided Board. The Company has obtained and shall maintain customary director liability insurance (taking into account, to the extent applicable, the size of the Company, the fact that the Company's securities are publicly traded and the business in which the Company operates). (k) Subject to Section 4.17 and applicable Law, each Strategic Investor's Designee shall be permitted to disclose non-privileged information about the Company that the Strategic Investor's Designee receives as a result of being a director of the Company or Board Observer to the Strategic Investor, its Affiliates and their respective Representatives solely for the purposes of monitoring, administering or managing the Strategic Investor's investment in the Company and advising the Strategic Investor's Designee in the Strategic Investor's Designee's capacity as a director of the Company or Board Observer and for no other memberspurpose; provided that the recipient of such disclosure is directed to keep confidential and not disclose any Confidential Information in accordance with Section 4.17. The Strategic Investor shall be liable to the Company for any breach of this Section 4.1(k) by any of the foregoing Persons as if such Person were an original party hereto.

Board Representation. (a) Until In accordance with the occurrence Company’s Certificate of an Investor Rights Termination EventIncorporation (the “Charter”), Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Guidelines (the “Corporate Governance Guidelines”) and Nominating Committee Charter (the “Nominating Committee Charter”), the Company agrees that, immediately following the 2008 Annual Meeting, the Board, at a duly convened meeting of directors, will take the necessary action upon the recommendation of the Nominating Committee providing that: (i) there the size of the Board shall be five (5) directors increased by one Class II seat and the size of the Company, except Board shall be adjusted appropriately; (ii) ▇▇▇ ▇▇▇▇▇ or another person designated by the Sun Parties and reasonably acceptable to the Board (the “Sun Designee”) shall be appointed as otherwise agreed a director of the Company effective immediately to by Phoenix fill the newly-created directorship (and the Required Holders or as provided vacancy) resulting from such increase in the Certificate size of Designationthe Board (and, for clarity, not be required to stand for election at the 2008 Annual Meeting); and (iiiii) Phoenix the Sun Designee shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, appointed to serve as a directormember of the Nominating Committee. In the event that a vacancy is created on the Board at any time prior to the 2010 Annual Meeting by the death, disability, retirement or resignation of ▇▇▇ ▇▇▇▇▇, the Sun Parties, the Company, the Nominating Committee and the Board shall take all such actions as necessary or appropriate to result in the prompt election or appointment to the Board of a new individual designated by the Sun Parties and shall take all of the actions referred to in the immediately preceding sentence with respect to such new individual designated by the Sun Parties, as provided in applicable. As promptly as reasonably practicable after the Certificate date hereof, the Sun Parties shall provide the Company with all such information as the Company shall reasonably request, including, without limitation, all information about the Sun Designee as would be required (including under Schedule 14A, Regulation 14A and Regulation S-K promulgated under the Securities Act of Designation 1933, as amended, and the Exchange Act (collectively, the “Series B Preferred DirectorsProxy Rules”)) to be included in a proxy statement with respect to the nomination and election of directors. (b) Until the occurrence of an Investor Rights Termination EventThe Company agrees that, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (pending ▇▇. ▇▇▇▇▇’▇ appointment to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only byBoard, the affirmative vote, given at a meeting or by written consent, of the holder(sCompany shall (i) who designated or nominated such directorinvite ▇▇. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted ▇▇▇▇▇ to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for participate in all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special the Company in a nonvoting observer capacity, (ii) give ▇▇. ▇▇▇▇▇ the same notice of any such meeting that it provides to its directors at the same time the Company provides such notice to its directors, (iii) permit ▇▇. ▇▇▇▇▇, at his election, to attend such meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a membertelephonically, (iv) give ▇▇. The Company shall provide the Series B Preferred Directors with ▇▇▇▇▇ copies of all notices, minutes, consents consents, reports and other materials provided material that the Company provides to all other members of the Board concurrently as its directors when such materials are material is provided to the other membersdirectors, (v) permit ▇▇. ▇▇▇▇▇, during normal business hours and after receipt of prior written notice, to have reasonable access to the properties, books, records and contracts of the Company so long as such access is not disruptive to the Company’s operations, and (vi) provide ▇▇. ▇▇▇▇▇ the opportunity to consult with senior management of the Company from time to time as reasonably requested by him regarding the Company, and its operations, properties, financial condition and affairs. (c) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to nominate the Sun Designee or otherwise perform its obligations under this Section 1 with respect to the Sun Designee

Board Representation. (a) Until The Board of Directors shall elect the occurrence CEO to the Board of an Investor Rights Termination Event, (i) there Directors effective not later than the Closing Date. The CEO shall be five (5) directors included as a director in Class III. So long as the CEO serves as chief executive officer of the Company, except as otherwise agreed to by Phoenix and at each annual meeting of the Required Holders or as provided in stockholders of the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual Company at which Class III directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectivelyare up for election, the “Series B Preferred Directors”)Board of Directors or the Nominating Committee thereof shall include the CEO for election to such class of directors at such annual meeting. If the Board of Directors shall cease to be a classified board, the Board of Directors or the Nominating Committee thereof shall include the CEO for election to the Board of Directors at each annual meeting of stockholders of the Company for so long as the CEO serves as chief executive officer of the Company. (b) Until The Company shall cause the occurrence CEO to be included in the slate of an Investor Rights Termination Event, nominees recommended by the Board of Directors to the Company's stockholders for election as directors at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders annual meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series stockholders of the Company’s capital stock), to elect the Series B Preferred Directors, Company as provided in the Certificate of Designationis required by Section 5.02(a) hereof, and (b) shall use its best efforts to cause the remaining two (2) directors election of the CompanyCEO, each including soliciting proxies in favor of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders election of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)CEO. (c) Any Series B Preferred Director elected The Board of Directors shall, subject to Section 5.02(g) hereof, elect four nominees designated in writing by the Investor prior to the Closing (such persons, or replacements designated by the Investor, the "Investor Nominees"), to the Board of Directors effective as of the Closing Date in Class I and Class II as specified by the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Company thereafter, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof a number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof four nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of an Investor Nominee (other than pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by5.02(e) hereof), the affirmative vote, given at Investor shall designate a meeting or by written consent, of the holder(s) who designated or nominated replacement for such director. The Remaining Directors may , which replacement the Company shall cause to be removed at any timeelected to the Board of Directors, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted subject to Common Stock basisSection 5.02(g) hereof. (d) The Series B Preferred Subject to Section 5.02(g) hereof, the Company shall cause each Investor Nominee designated for election to the Board of Directors pursuant to the second sentence of Section 5.02(c) hereof to be included in the slate of nominees recommended by the Board of Directors to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders, and shall use its reasonable best efforts to cause the election of each such nominee, including soliciting proxies in favor of the election of such person. (e) Notwithstanding the foregoing provisions of this Section 5.02, the total number of Investor Nominees the Investor is entitled to designate for election to the Board of Directors shall be reduced to (i) three, in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, at least 60%, but less than 80%, of the Original Number of Warrant Shares Beneficially Owned by the Investor and its Affiliates, in the aggregate, as of the Closing (the "Investor Original Warrant Shares"), (ii) two, in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, at least 40%, but less than 60%, of the Investor Original Warrant Shares, (iii) one, in the event the Investor and its Affiliates Beneficially Own, in the aggregate, at least 20%, but less than 40%, of the Investor Original Warrant Shares, or (iv) zero, in the event the Investor and its Affiliates Beneficially Own, in the aggregate, less than 20% of the Investor Original Warrant Shares. In the event that the number of Investor Nominees the Investor is entitled to designate for election to the Board of Directors is reduced pursuant to the preceding sentence, the Investor shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings designate which of the Board or any committee thereof, as provided in Investor Nominees the Certificate of Designation. The Company Investor shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of no longer be entitled to designate for election to the Board of Directors. In the event that the number of Investor Nominees the Investor is entitled to designate for election to the Board of Directors is reduced pursuant to this Section 5.02(e), the relevant Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor's Beneficial Ownership is reduced below the applicable threshold ownership level of Investor Original Warrant Shares specified in this Section 5.02(e). For purposes of any calculation made pursuant to this Section 5.02(e) regarding the Beneficial Ownership of Investor Original Warrant Shares by the Investor or any of its Affiliates as of any time after the Series B Preferred Directors Closing, any Warrant Share transferred to any Person other than the Investor or its Affiliates shall be deemed not to be Beneficially Owned by the Investor or any of its Affiliates, regardless of whether such Warrant Share is a member. The Company shall provide subsequently acquired by the Series B Preferred Directors with copies Investor or any of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersits Affiliates.

Board Representation. (a) Until ▇▇. ▇▇▇▇▇ ▇. Aljian is today being -------------------- elected as a director of the occurrence Company and will be proposed by the Company's Governance Committee for election as a director at the 1996 Annual Meeting of an Investor Rights Termination Event, (i) there shall be five (5) directors Shareholders of the Company. Subject to its fiduciary duties, except Chrysler's Board of Directors will nominate ▇▇. ▇▇▇▇▇▇ (or, if ▇▇. ▇▇▇▇▇▇ is unable or unwilling to serve, a successor as otherwise agreed to contemplated by Phoenix and this Section 8) for election at each meeting (or in each action by written consent in lieu of a meeting) of stockholders of the Required Holders or Company for the election of directors during the term of this Agreement so long as provided in Tracinda Beneficially Owns more than 5% of the Certificate outstanding shares of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Voting Securities. (b) Until If ▇▇. ▇▇▇▇▇▇ (or such a successor) is no longer a director of the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: as contemplated by paragraph (a) of this Section 8, Tracinda may propose to the holders Company as a nominee for election as a director of the Series B Preferred Stock shall have Company a person who (i) has recognized standing in the rightbusiness community, voting separately as (ii) is not a class (to the exclusion of all other classes former director, officer or series employee of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Company and (biii) the remaining two (2) directors does not have a conflict of interest with the Company, each of whom shall in which event, with the Company's consent (such consent not to be independent under applicable Nasdaq and SEC rulesunreasonably withheld), shall such person will be elected by proposed to the holders of Voting Securities, voting together as a single class on Governance Committee; it being understood that the Company agrees that Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ would be an as-converted to Common Stock basis (the “Remaining Directors”)acceptable Tracinda designee. (c) Any Series B Preferred Director The Company will use its best efforts to cause ▇▇. ▇▇▇▇▇▇ or any such successor nominated as provided in this Section 8 to be elected pursuant to Section 2 by the stockholders of the Certificate Company and will solicit proxies in favor of Designation may be removed ▇▇. ▇▇▇▇▇▇ or any such successor at any time, with each meeting (or without cause by, and only by, the affirmative vote, given at a meeting or in each action by written consent, consent in lieu of a meeting) of stockholders of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors shall be entitled to reimbursement from If the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, does not accept a Tracinda designee as provided in paragraph (b) of this Section 8, the Certificate of Designationprocess set forth therein shall be repeated so long as reasonably appropriate to find a successor candidate acceptable to both Tracinda and the Company. (e) This Agreement shall terminate if one year elapses after ▇▇. The Company shall notify the Series B Preferred Directors of all regular and special meetings ▇▇▇▇▇▇ or a successor is not a director of the Board Company (unless this occurs at a time when Tracinda Beneficially Owns less than 5% of Chrysler's outstanding Voting Securities), provided that (i) such period shall be six months if Mr. -------- ▇▇▇▇▇▇ or a successor is not a director after June 1, 2000 and any committee (ii) this Agreement shall not terminate if the absence of a successor on the Company's Board of which any of the Series B Preferred Directors is results from Tracinda's failure to designate a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently potential successor as such materials are provided to the other memberscontemplated by this Section 8.

Board Representation. (a) Until Effective as of the occurrence Completion Date, and thereafter until the Standstill Expiration Date (except as otherwise permitted by Section 2.03(c)), the size of an Investor Rights Termination Eventthe Board shall be set at eight (8) Directors, provided that, so long as there has been no increase or decrease in the size of the Board pursuant to Section 2.03(c), upon the death, resignation, retirement, disqualification, removal from office or earlier termination of the term of office of one Other Director, the size of the Board shall be automatically reduced to seven (7) Directors. Upon the Completion Date, and thereafter until the Standstill Expiration Date in connection with any annual or special meeting of shareholders of the Company at which Directors are to be elected, the Investors acting unanimously, shall have the right to (i) there designate two (2) nominees for appointment or election to the Board, who shall be five (5) directors of Non-U.S. Persons to the extent determined necessary by the Board in order to preserve the Company's status as a Foreign Private Issuer (the "Director Nomination Right"), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled recommend to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate Nominating Committee one (1) individual director nominee for appointment or director nomineeelection to the Board, who shall be independent under applicable Nasdaq and SEC rules, a Non-U.S. Person to serve the extent determined necessary by the Board in order to preserve the Company's status as a directorForeign Private Issuer, which nominee must qualify as provided an Independent Director and not be an Affiliate of any of the Investor Parties, and such nominee shall be subject to the approval of the Nominating Committee (the "Director Recommendation Right" and together with the Director Nomination Right, "Governance Rights"); it being understood that (i) only an individual so proposed by the Investors shall be such one (1) nominee, and (ii) in the Certificate of Designation (collectivelyevent that the Nominating Committee rejects such proposed nominee, the “Series B Preferred Directors”)Investors may propose alternative nominee(s) in furtherance of its Director Recommendation Right. Until the Standstill Expiration Date, the Shareholders shall not, and shall cause each of their respective Investor Controlled Affiliates not to, nominate any person for appointment or election to the Board other than pursuant to the Governance Rights set forth herein. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, The Board (or upon the taking of a written consent of stockholders for such purpose: (aany committee thereof) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (right to nominate for election the exclusion of all other classes remaining Directors that the Investors are not entitled to designate or series of the Company’s capital stocknominate pursuant to Section 2.01(a), to elect in accordance with the Series B Preferred Directors, as provided in the Certificate Articles of Designation, Incorporation and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Bylaws. (c) Any Series B Preferred Director elected The Investors shall notify the Company of any nominee designated or recommended for appointment or election to the Board (including any nominee so designated or recommended pursuant to Section 2 the Director Nomination Right or the Director Recommendation Right) in writing no later than sixty (60) days prior to the one year anniversary of the Certificate immediately preceding annual meeting of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, shareholders of the holder(s) who designated Company, or nominated as otherwise approved by the Company in writing, together with all information concerning such directornominee required to be delivered to the Company by the Articles of Incorporation and Bylaws and such other information reasonably requested by the Company. The Remaining Directors may be removed at Board shall, in its sole discretion and in accordance with the Articles of Incorporation and Bylaws, determine the classification assignment of any time, with such Investor Director so appointed or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basiselected. (d) The Series B Preferred Directors Until the Standstill Expiration Date, upon the death, resignation, retirement, disqualification or removal from office of any Investor Director, the Investors shall be entitled have the right to reimbursement from designate any replacement for such Investor Director, subject to, and in accordance with, the Company for all costs and expenses Governance Rights provided in attending any meetings of Section 2.01(a). (e) In the event that the Board (or any a committee thereof) relies on Section 2.06 to exclude a nominee selected by the Investors pursuant to the Director Nomination Right from management's slate of nominees (or otherwise take adverse action with respect to any such Investor-selected nominee, as provided in including failing to recommend the Certificate election of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of such Investor-selected nominee), the Board and any (or such committee thereof) shall afford the Investors a reasonable opportunity to select a replacement nominee for inclusion on management's slate of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersnominees.

Board Representation. Effective as of the First Closing Date, the Board of Directors of the Seller will appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to the Board of Directors of the Seller, each to fill an existing vacancy on the Seller's Board of Directors until the next Annual Meeting of the Stockholders of the Seller or until their earlier resignation, retirement, or death. Until the first to occur of (i) the passage of five calendar years after the First Closing Date, (ii) the date (if any) on which the Purchaser and all Persons controlling, controlled by, or under common control with the Purchaser no longer collectively own at least five percent of the outstanding Seller Common Stock, and (iii) the occurrence of a Purchaser Breach (as hereinafter defined) (the "Corporate Governance Period"), the Seller shall nominate two individuals designated by the Purchaser for election to the Seller's Board of Directors; provided, however, that notwithstanding the foregoing, the Purchaser agrees that the Board of Directors of the Seller shall not be required to so nominate any individual designated by the Purchaser (a) Until with respect to whom disclosure would have to be made in any report or proxy material required to be filed with the occurrence Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of an Investor Rights Termination Eventeither Item 401(f) of Regulation S-K, (iItem 401(d) there shall be five (5) directors of Regulation S-B, or any successor provision of any of the Companyforegoing, except as otherwise agreed in compliance with Item 401(f) of Regulation S-K, Item 401(d) of Regulation S- B, or any successor provision of any of the foregoing, or (b) who does not agree in writing to by Phoenix such nomination and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a directorDirector of the Seller if elected as such by the stockholders of the Seller. In addition, as provided during the Corporate Governance Period, the Seller will appoint one designee of the Purchaser to the Advisory Committee to the Seller's Board of Directors; provided, however, that notwithstanding the foregoing, the Purchaser agrees that the Seller shall not be required to so appoint any individual designated by the Purchaser with respect to whom, if a Director of the Seller, disclosure would have to be made in any report or proxy material required to be filed with the Commission pursuant to the Exchange Act that was subject, directly or indirectly, to the disclosure requirements of either Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any -30- successor provision of any of the foregoing, in compliance with Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any successor provision of any of the foregoing. Notwithstanding any provision of this Agreement to the contrary, however, in the Certificate of Designation (collectivelyevent that neither a Second Closing nor a Third Closing occurs hereunder, then the “Series B Preferred Directors”). (b) Until Seller shall only be required pursuant to this Section 6.2 to nominate one such individual designated by the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders Purchaser for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (election to the exclusion Seller's Board of all other classes or series of Directors for the Company’s capital stock)remainder, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consentif any, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCorporate Governance Period. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until Commencing with the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors first of the Companyannual, except as otherwise agreed to by Phoenix special or extraordinary meetings of shareholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of shareholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Purchaser shall be entitled to nominate two present to the Board of Directors or the nominating committee thereof one nominee (2each such person, or replacement designated by the Purchaser, a "Purchaser Nominee") individual directors for election to the Board of Directors at each such meeting of shareholders of the Company. In the event of the death, disability, resignation or director nominees removal of a Purchaser Nominee, or the failure of a Purchaser Nominee to serve as directors and the Required Holders shall be entitled qualify to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve act as a director pursuant to Section 5.9(e), the Purchaser shall designate a replacement for such director, which replacement the Company shall cause to be nominated for election to the Board of Directors at the annual, special or extraordinary meeting of shareholders of the Company the record date for which next follows the date on which such director ceased to be a director as provided in a result of his or her death, disability, resignation or removal from the Certificate Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Purchaser Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.9(a) to be included in the taking slate of a written consent nominees recommended by the Board of stockholders for such purpose: (a) Directors to the holders shareholders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationshareholders, and (b) shall use its commercially reasonable efforts to cause the remaining two (2) directors election of each such Purchaser Nominee, including soliciting proxies in favour of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.9, the Purchaser shall not be entitled to designate a Purchaser Nominee for election to the Board of Directors as of the first date on which the Purchaser no longer owns any Purchased Shares of the Company. In the event that the Purchaser shall no longer be entitled to designate Purchaser Nominees for election to the Board of Directors pursuant to this Section 2 5.9(c), the Purchaser shall cause any Purchaser Nominee then serving as a director to resign from the Board of Directors no later than the thirtieth (30th) day after the first day on which the Purchaser no longer owns any Purchased Shares of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred If at any time that the Purchaser is entitled to designate a Purchaser Nominee for election to the Board of Directors no Purchaser Nominee shall then be elected and serving as a director on the Board of Directors, then until such time as a Purchaser Nominee shall be elected to serve as a director the Purchaser shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the designate one person (each such person, a "Board or any committee thereof, as provided in the Certificate of Designation. The Company Observer") who shall notify the Series B Preferred Directors of be permitted to attend all regular and special meetings of the Board and of Directors. Each Board Observer shall enter into the Company's standard form confidentiality agreement prior to acting as a Board Observer. The Company shall (i) notify each Board Observer of any committee such meeting no later than the time at which it notifies any member of the Board of which any Directors of the Series B Preferred Directors is a member. The Company shall such meeting and (ii) provide the Series B Preferred Directors with to such Board Observer copies of all notices, minutes, consents and written or other materials provided delivered to all other members of the Board concurrently of Directors. (e) The Purchaser Nominee shall, at all times, be qualified and eligible to act as such materials are provided a director pursuant to the other membersrequirements of the Canada Business Corporations Act and the Securities Laws, as applicable.

Board Representation. (a) Until The Board of Directors shall elect a total of three nominees designated in writing by the occurrence Investor prior to the Closing (such persons, or replacements designated by the Investor, the "INVESTOR NOMINEES"), to the Board of an Investor Rights Termination Event, (i) there shall be five (5) directors Directors effective as of the CompanyClosing Date, except to be allocated to Class I, Class II and Class III as otherwise agreed to specified by Phoenix the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors or director nominees up for election to serve as directors the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election and the Required Holders Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to nominate one (1) individual director present to the Board of Directors or director nomineethe nominating committee thereof three nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, who disability, resignation or removal of an Investor Nominee, the Investor shall be independent under applicable Nasdaq and SEC rules, to serve as designate a replacement for such director, as provided in which replacement the Certificate Company shall cause to be elected to the Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Investor Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.02(a) hereof to be included in the taking slate of a written consent nominees recommended by the Board of Directors to the stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant annual meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationstockholders, and (b) shall use its best efforts to cause the remaining two (2) directors election of each such Investor Nominee, including soliciting proxies in favor of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, less than 50% of the Investor Original Number of Conversion Shares. In the event that the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors, the Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Investor Original Number of Conversion Shares specified in this Section 5.02(c). If an Investor Nominee does not resign on or prior to such thirtieth day as required pursuant to Section 2 the immediately preceding sentence, a majority of the Certificate Board of Designation may be removed at Directors (excluding any time, with or without cause by, and only by, Investor Nominees) shall have the affirmative vote, given at a meeting or by written consent, right to remove such Investor Nominee from the Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of If the Board of which Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Series B Preferred Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which an Investor Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a memberBoard of Directors meeting at which an Investor Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as an Investor Nominee. The Company shall provide Board of Directors has approved the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members executives of the Board concurrently Investor set forth on Schedule 5.02(d) hereto as such materials are provided to Investor Nominees for all purposes hereof as of the other membersdate hereof.

Board Representation. (a) Until Each of the EnLink Entities shall take all actions necessary or advisable to cause one director serving on the board of directors (or other applicable governing body of the general partner of the Partnership, which as of the date of this Agreement is the General Partner) (such governing body, the “Board”) to be designated by the Investor, in its sole discretion (the “Investor Designated Director”), at all times from the date of this Agreement until the occurrence of an Investor Rights a Designation Right Termination EventEvent (as defined below), (i) there shall be five (5) directors at which time the right of the CompanyInvestor under this Agreement to designate a member of the Board shall terminate; provided, except as otherwise agreed to by Phoenix however, that such Investor Designated Director shall have the requisite skill and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, experience to serve as a director, director of a public company and such Investor Designated Director shall not be prohibited from serving as provided in a director of the Certificate General Partner pursuant to any rule or regulation of the Commission or the NYSE. Prior to a Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Right Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred any Investor Designated Director elected pursuant to Section 2 of the Certificate of Designation may be removed by the Investor at any time, with or without cause by“cause” (as defined below), and by a majority of the other director(s) then serving on the Board only byfor “cause” (as defined below), but not by any other party, and any vacancy in such position shall be filled solely by the Investor. As used herein, “cause” means that the Investor Designated Director (i) is prohibited from serving as a director of the General Partner under any rule or regulation of the Commission or the NYSE, (ii) has been convicted of a felony or misdemeanor involving moral turpitude, (iii) has engaged in acts or omissions against the Partnership constituting dishonesty, breach of fiduciary obligation, or intentional wrongdoing or misfeasance, or (iv) has acted intentionally or in bad faith in a manner that results in a material detriment to the assets, business or prospects of the Partnership and its direct or indirect subsidiaries. Any action by the Investor to designate, remove or replace an Investor Designated Director shall be evidenced in writing furnished to the General Partner, shall include a statement that the action has been approved by all requisite partnership action of the Investor and shall be executed by or on behalf of the Investor. None of the EnLink Entities shall take any action which would, or would be reasonably likely to, lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Investor to designate an Investor Designated Director. The EnLink Entities shall not permit the replacement of the General Partner as the general partner of the Partnership unless such new general partner first agrees in writing to be bound by the provisions of this Agreement as an “EnLink Entity”. The Investor agrees upon the Partnership’s request to, and to use its commercially reasonable efforts to cause the Investor Designated Director to, timely provide the Partnership with accurate and complete information relating to the Investor Designated Director as may be required to be disclosed by the Partnership under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. The Investor further agrees to use its commercially reasonable efforts to cause the Investor Designated Director to comply with any applicable Section 16 filing obligations under the Exchange Act. Commencing as of Closing, the affirmative voteInvestor Designated Director is ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (b) If the Partnership and its subsidiaries plan to engage in any material transaction between the Partnership and its subsidiaries, given on the one hand, and Devon Energy Corporation (“Devon”) or any of its subsidiaries (other than ENLC, the Partnership and their respective subsidiaries), on the other hand, at a meeting or by written consentany time when Devon and its subsidiaries (other than ENLC, the Partnership and their respective subsidiaries) collectively own less than 20% of the holder(s) who designated or nominated outstanding limited partner interests in the Partnership, and consideration of such director. The Remaining Directors may be removed at any time, with or without cause by transaction is referred to the affirmative vote, given at a meeting or by written consent, Conflicts Committee of the holders Board (the “Conflicts Committee”), then any written materials prepared by or for the Conflicts Committee will be made available on a confidential basis to the Investor Designated Director. (c) In furtherance of the Voting Securitiesforegoing, voting together as a single class EMI shall execute concurrently herewith the amendment to the Third Amended and Restated Limited Liability Company Agreement of the General Partner set forth on Exhibit A attached hereto. After the date hereof, EMI and the General Partner shall not amend, and shall not permit the amendment of, the limited liability agreement of the General Partner in any manner that would, or would be reasonably likely to, have an as-converted adverse effect on the board representation rights granted to Common Stock basisthe Investor under this Agreement; provided, however, that any increase or reduction in the size of the Board shall be deemed not to have any such adverse effect. (d) The Series B Preferred Directors Upon the occurrence of a Designation Right Termination Event, the right of the Investor to designate an Investor Designated Director shall terminate and the Investor Designated Director then serving on the Board, promptly upon (and in any event within two Business Days following) receipt of a request from a majority of the other directors then serving on the Board or EMI, as the sole member of the General Partner, shall resign as a member of the Board. If the Investor Designated Director does not resign upon such request, then a majority of the other directors then serving on the Board or EMI, as the sole member of the General Partner, may remove the Investor Designated Director as a member of the Board. At all times while an Investor Designated Director is serving as a member of the Board, and following any such Investor Designated Director’s resignation, removal or other cessation as a director of the Board, each Investor Designated Director shall be entitled to reimbursement from the Company for all costs rights to indemnification and expenses in attending exculpation as are then made available to any meetings other member (or former member, as applicable) of the Board by the EnLink Entities. (e) The EnLink Entities shall purchase and maintain (or reimburse the Investor Designated Director for the cost of) insurance (“D&O Insurance”), on behalf of the Investor Designated Director, against any committee thereofliability that may be asserted against, or expense that may be incurred by, such Investor Designated Director in connection with the EnLink Entities’ activities or such Investor Designated Director’s activities on behalf of the EnLink Entities, regardless of whether the EnLink Entities would have the power to indemnify such Investor Designated Director against such liability under the provisions of the Eighth Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time) or the Third Amended and Restated Limited Liability Company Agreement of the General Partner (as it may be amended from time to time). Such D&O Insurance shall provide coverage commensurate with that provided to independent members of the Board and each Investor Designated Director shall be entitled to all rights to insurance as are then made available to any other member (or former member, as provided in applicable) of the Certificate Board by the EnLink Entities. (f) For the purposes of Designation. The Company this Agreement, a “Designation Right Termination Event” shall notify occur on the earliest to occur of (i) the Purchaser and its Affiliates holding a number of Series B Preferred Units, Conversion Units and Additional Conversion Units that is less than 25% of the number of Series B Preferred Units initially issued to the Purchaser pursuant to the Purchase Agreement, (ii) such time as the sum of (A) the number of Common Units into which the Series B Preferred Directors Units collectively held by the Purchaser and its Affiliates are convertible and (B) the aggregate number of Conversion Units and Additional Conversion Units which are then collectively held by the Purchaser and its Affiliates represent less than 7.5% of the Common Units then outstanding and (iii) the Purchaser ceasing to be an Affiliate of TPG Capital, L.P. (“TPG”). For purposes of this Section 1(f), each of the limited partners of the Purchaser as of the date hereof and each of their respective Affiliates will be deemed to be Affiliates of the Purchaser. For so long as the Purchaser has the right to appoint an Investor Designated Director pursuant to this Section 1, the General Partner shall invite the Investor Designated Director to attend all regular and special meetings of the Board and any each committee of the Board (other than the Audit Committee, the Conflicts Committee, the Compensation Committee, any pricing committee established for an offering of which securities by the Partnership and any of committee established to deal with conflicts with the Series B Preferred Directors is Purchaser or its Affiliates) in a member. The Company nonvoting observer capacity and, in this respect, shall provide give the Series B Preferred Directors with Investor Designated Director copies of all notices, minutes, consents and other materials provided that it provides to all other members of the Board concurrently as such materials are provided to the other committee members.

Board Representation. (a) Until At all times commencing upon the occurrence consummation of an Investor Rights Termination Eventthe IPO and continuing until such time as the Company is required to comply with Rule 303A.01 of the New York Stock Exchange Listed Company Manual or any successor rule thereto (the “NYSE Majority Independent Board Rule”), the Company and the Board of Directors shall, acting through the Corporate Governance and Nominating Committee of the Board of Directors, include in the slate of nominees recommended to stockholders of the Company (ithe “Stockholders”) there shall be five (5) for election as directors at any annual or special meeting of the Stockholders at which directors of the CompanyCompany are to be elected, except such individuals as otherwise agreed are designated by VGG (the “VGG Nominees”). At such time as the Company is first required to comply with the NYSE Majority Independent Board Rule, to the extent then required for compliance by Phoenix and the Required Holders Company with such rule, VGG shall cause one or as provided more of the VGG Nominees to resign from the Board of Directors; provided, that, VGG shall not be required to cause the resignation of a number of directors that would result in it maintaining on the Certificate Board of Designation; and (ii) Phoenix shall be entitled Directors less than the number of directors that it is then permitted to nominate two (2) individual directors or director nominees pursuant to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”Section 2(b). (b) Until During such time as (i) VGG owns less than a majority (but at least one) of the occurrence then outstanding shares of an Investor Rights Termination Event, at each the capital stock of the Company Stockholders’ Meeting, or upon that are entitled to vote generally in the taking election of a written consent of stockholders for such purpose: directors (athe “Voting Shares”) and (ii) the holders Company is required to comply with the NYSE Majority Independent Board Rule, the Company and the Board of Directors shall include, acting through the Corporate Governance and Nominating Committee of the Series B Preferred Stock shall have Board of Directors, in the right, voting separately slate of nominees recommended to Stockholders for election as a class (to the exclusion of all other classes directors at any annual or series special meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Stockholders at which directors of the CompanyCompany are to be elected, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)not less than four VGG Nominees. (c) Any Series B Preferred Director elected pursuant to Section 2 Vacancies arising through the death, resignation, disqualification or removal of the Certificate of Designation a VGG Nominee may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause filled by the affirmative vote, given at Board of Directors only with a meeting or person designated by written consent, of the holders of the Voting Securities, voting together as VGG (and such person shall be deemed to be a single class on an as-converted to Common Stock basisVGG Nominee). (d) The Series B Preferred Directors Notwithstanding the provisions of this Section 2, VGG shall not be entitled to reimbursement from designate a particular person as a nominee to the Board of Directors or to designate a particular person to fill a vacancy on the Board of Directors upon a written determination by the Board of Directors or the Corporate Governance and Nominating Committee of the Company (which determination shall set forth in writing the grounds for all costs and expenses in attending such determination) that (A) such person would not be qualified under any meetings applicable law, rule or regulation to serve as a director of the Company or (B) the inclusion of such person as a nominee for election as a director or the appointment of such person to the Board of Directors would violate the fiduciary duties of the members of the Board of Directors or any committee thereof, the Corporate Governance and Nominating Committee under applicable law. Except as provided set forth in the Certificate preceding sentence, neither the Company nor any other Stockholder shall have the right to object to any VGG Nominee. (e) The Company shall notify VGG in writing of Designationthe date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Stockholders (and such notice shall be delivered to VGG at least 120 days prior to such expected mailing date with respect to any annual meeting of the Stockholders and at least 30 days prior to such expected mailing date with respect to any special meeting of the Stockholders). The Company shall provide VGG with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the VGG Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Series B Preferred Directors VGG of all regular and special meetings any opposition to a VGG Nominee designated pursuant to Section 2(a) or (b) sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable VGG to propose a replacement VGG Nominee, if necessary, in accordance with the terms of this Agreement, and VGG shall have not less than 10 business days to designate another nominee. The Company shall notify VGG of any opposition to a VGG Nominee designated to fill a vacancy on the Board of Directors pursuant to Section 2(c) no later than 2 business days following any determination made in accordance with Section 2(d) and VGG shall have the right to designate another person to fill such vacancy. (f) Without the prior written consent of VGG, the Company shall not take any committee action, including making or recommending any amendment to the Certificate of Incorporation or Bylaws, that would decrease the size of the Board of which any Directors if such decrease would cause the Company to fail to satisfy the NYSE Majority Independent Board Rule, to the extent then applicable, without the resignation of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of VGG Nominee from the Board concurrently as such materials are provided of Directors, or that otherwise could reasonably be expected to adversely effect VGG’s rights under this Agreement. (g) Without limiting the other membersforegoing, the Company agrees that it will not enter into any agreement or understanding or make any commitment to any Person or otherwise take any action that would violate or be inconsistent with any provision or agreement contained in this Agreement or that reduces or eliminates the rights of VGG set forth in this Agreement.

Board Representation. Section 2.01(a) of the Investor Rights Agreement is hereby amended and restated in its entirety to read as follows: “So long as the sum of the number of Ordinary Shares and the number of Ordinary Shares into which the then outstanding Note may be converted, in each case, beneficially owned by the Investor, together with its Subsidiaries, constitutes no less than 9,857,028 of the issued and outstanding Ordinary Shares, (asubject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction of the Company made in respect of any such Ordinary Shares), the Investor shall be entitled to designate one (1) Until director to the occurrence Board of the Company (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the Company shall arrange for the appointment or election of such Investor Director to the Board as soon as practicable after the Investor notifies the Company of its designation of the Investor Director and following receipt by the Company of all documentation requested by the Company reasonably required for the appointment of the Investor Director but in no event later than thirty (30) days after the receipt of such notification, including convening a meeting of the Board or obtaining resolutions in writing signed by all directors pursuant to the Constitution and appointing such Investor Director to the Board, who shall hold such office until the next annual general meeting in accordance with the Company’s Constitution and shall be re-appointed by the Company for election at such meeting in accordance with Section 2.01(e) below, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled using best efforts to nominate two (2) individual directors or director nominees to serve as directors ensure, and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of extent permitted by Applicable Law and the Company’s capital stock)Constitution, recommending to the Shareholders, the election of such Investor Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the Series B Preferred Directorselection of the Investor Director, as provided (iii) including such nomination regarding such individual in the Certificate Company’s notice for any meeting of DesignationShareholders to elect directors, and (biv) if necessary, expanding the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings size of the Board or any committee thereofin order to appoint the Investor Director; provided, as provided in however, that the Certificate of Designation. The Company Investor Director candidate shall notify be subject to the Series B Preferred Directors of all regular and special meetings approval of the Board Board, which approval shall not be unreasonably withheld, and any committee further subject to the election by the Shareholders of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersextent required by Applicable Law and the Company’s Constitution.”

Board Representation. (a) Until Commencing with the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors first of the Companyannual, except as otherwise agreed to by Phoenix special or extraordinary meetings of shareholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of shareholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Purchaser shall be entitled to nominate two present to the Board of Directors or the nominating committee thereof one nominee (2each such person, or replacement designated by the Purchaser, a “Purchaser Nominee”) individual directors for election to the Board of Directors at each such meeting of shareholders of the Company. In the event of the death, disability, resignation or director nominees removal of a Purchaser Nominee, or the failure of a Purchaser Nominee to serve as directors and the Required Holders shall be entitled qualify to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve act as a director pursuant to Section 5.9(e), the Purchaser shall designate a replacement for such director, which replacement the Company shall cause to be nominated for election to the Board of Directors at the annual, special or extraordinary meeting of shareholders of the Company the record date for which next follows the date on which such director ceased to be a director as provided in a result of his or her death, disability, resignation or removal from the Certificate Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Purchaser Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.9(a) to be included in the taking slate of a written consent nominees recommended by the Board of stockholders for such purpose: (a) Directors to the holders shareholders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationshareholders, and (b) shall use its commercially reasonable efforts to cause the remaining two (2) directors election of each such Purchaser Nominee, including soliciting proxies in favour of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.9, the Purchaser shall not be entitled to designate a Purchaser Nominee for election to the Board of Directors as of the first date on which the Purchaser no longer owns any Purchased Shares of the Company. In the event that the Purchaser shall no longer be entitled to designate Purchaser Nominees for election to the Board of Directors pursuant to this Section 2 5.9(c), the Purchaser shall cause any Purchaser Nominee then serving as a director to resign from the Board of Directors no later than the thirtieth (30th) day after the first day on which the Purchaser no longer owns any Purchased Shares of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred If at any time that the Purchaser is entitled to designate a Purchaser Nominee for election to the Board of Directors no Purchaser Nominee shall then be elected and serving as a director on the Board of Directors, then until such time as a Purchaser Nominee shall be elected to serve as a director the Purchaser shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the designate one person (each such person, a “Board or any committee thereof, as provided in the Certificate of Designation. The Company Observer”) who shall notify the Series B Preferred Directors of be permitted to attend all regular and special meetings of the Board and of Directors. Each Board Observer shall enter into the Company’s standard form confidentiality agreement prior to acting as a Board Observer. The Company shall (i) notify each Board Observer of any committee such meeting no later than the time at which it notifies any member of the Board of which any Directors of the Series B Preferred Directors is a member. The Company shall such meeting and (ii) provide the Series B Preferred Directors with to such Board Observer copies of all notices, minutes, consents and written or other materials provided delivered to all other members of the Board concurrently of Directors. (e) The Purchaser Nominee shall, at all times, be qualified and eligible to act as such materials are provided a director pursuant to the other membersrequirements of the Canada Business Corporations Act and the Securities Laws, as applicable.

Board Representation. (a) Until Subject to the occurrence review and approval of an Investor Rights Termination Eventsuch designee by the Governance Committee of the Board of Directors, which approval shall not be unreasonably delayed or withheld, (i) there MinnovEx shall be five (5) directors of have the right, at its option and in its sole discretion, to designate one person for election to the Company, except as otherwise agreed to by Phoenix and 's Board of Directors (the Required Holders or as provided in the Certificate of Designation; "MinnovEX Designee") and (ii) Phoenix the Ong Purchasers, acting together as a single class, shall be entitled to nominate two (2) individual directors or director nominees to serve as directors have the right, at their option and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rulesin their sole discretion, to serve as a director, as provided in designate one person for election to the Certificate Company's Board of Designation Directors (collectively, the “Series B Preferred Directors”"Ong Designee"). (b) Until MinnovEX and the occurrence Ong Purchasers shall notify the Company in writing of an Investor Rights Termination Eventthe MinnovEX Designee and the Ong Designee, respectively, for election to the Board of Directors at the Standby Closing or at any time within six months thereafter. At the first meeting of the Governance Committee following such notice, the Governance Committee shall review and give consideration to the election of the MinnovEX Designee and the Ong Designee. If the Governance Committee approves either such designee or both, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders first meeting of the Series B Preferred Stock Board of Directors thereafter, the Company shall have the right, voting separately as a class (to the exclusion enlarge its Board of all other classes Directors by one or series of the Company’s capital stock), to elect the Series B Preferred Directorstwo, as provided in the Certificate of Designationcase may be, and (b) elect such designee or designees to fill the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)vacancy or vacancies thereby created. (c) Any Series B Preferred Director elected pursuant If the Governance Committee does not approve the MinnovEX Designee and/or the Ong Designee for election to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any Directors, the Company shall give prompt written notice thereof to MinnovEX and/or the Ong Purchasers, as the case may be, and MinnovEX and/or the Ong Purchasers shall have the right to designate an alternative person or persons for election to the Board of Directors, subject to the review and approval of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently Governance Committee as such materials are provided to the other membersset forth above.

Board Representation. (a) Until During the occurrence period commencing on the date of an Investor Rights the Closing and ending on the Termination Event, Date: (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two individuals for election to the Company Board, and each party hereto that holds Voting Securities agrees to vote such Voting Securities in favor of the election of such individuals (2the "Investor Directors") individual directors or director nominees to serve as directors the Company Board; (ii) the Company agrees, by action of the Company Board, (i) to establish, by appointment from among the members of the Company Board, and maintain a Compensation Committee and (ii) to the greatest extent permitted by applicable law and the Required Holders shall rules and regulations of NASDAQ or any national securities exchange on which the Company's Common Stock is listed, to appoint to the Compensation Committee one of the Investor Directors, as designated by the Investor; (iii) if requested by the Investor, the Company agrees to elect or to cause to be entitled elected, through action of the Company Board, to nominate one the board of directors of or management committee, as the case may be, each Subsidiary of the Company (1the "Subsidiary Boards" and, together with the Company Board, the "Applicable Boards") individual director or director nomineea number of individuals designated by the Investor, who shall need not be independent under applicable Nasdaq and SEC rulesdirectors, officers or employees of the Company or any of its Subsidiaries, that is, in the case of each Subsidiary Board, as nearly as is practicable, Proportional to serve as the number of members of each such Subsidiary Board (together with the Investor's designated member of the Compensation Committee, the "Investor Designees"); (iv) the Company agrees to permit one of the Investor Directors or another individual designated by the Investor, who need not be a director, officer or employee of the Company or any of its Subsidiaries, to attend as provided a non-voting observer all meetings of the Executive Committee and the Audit Committee and Subsidiary Boards for which there shall be no Investor Designee and to transmit to such individual, at the time and in the Certificate manner sent to other members of Designation such committees and board, all information and materials provided by the Company to such committee and board members; (collectivelyv) the Company agrees to provide advance notice in accordance with the Delaware General Corporation Law and the Company's bylaws to each Investor Director with respect to each regular and special meeting of the Company Board and the Compensation Committee which notice shall, in the “Series B Preferred Directors”case of each special meeting, include a reasonable summary of the subject matter of the meeting; and (vi) the Company agrees to cause each person serving from time to time as an executive officer, director or manager of the Company or any Subsidiary of the Company (other than the Investor Directors and the Investor Designees) to execute and deliver to the Investor a Voting Letter substantially in the form of EXHIBIT A hereto (each a "Voting Letter"). (b) Until the occurrence of an Investor Rights Termination EventEach party hereto agrees to take such actions, at each Company Stockholders’ Meeting, including actions as necessary or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (desirable to nominate and elect individuals to the exclusion of all other classes or series of the Company’s capital stock)intended offices and, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors case of the Company, each of whom actions by the Company Board, as shall be independent under applicable Nasdaq necessary or desirable in order that, effective as of the Closing: (i) the Company Board shall include the Investor Directors; (ii) the Compensation Committee shall include the Investor Director required by SECTION 10(a); (iii) each other Applicable Board shall include the Investor Designees to the extent required by subsection (ii) of SECTION 10(a); and (iv) each current executive officer and SEC rulesdirector of the Company and each current executive officer, director or manager of any of its Subsidiaries shall be elected by have executed and delivered to the holders of Investor, a Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Letter. (c) Any Series B Preferred No Investor Director elected pursuant or Investor Designee shall be subject to Section 2 removal, without cause, from any Applicable Board or the Compensation Committee other than with the express written consent of the Certificate Investor. If the Investor shall determine to remove any Investor Director or Investor Designee from any Applicable Board or the Compensation Committee, each party hereto agrees, upon written notice to such effect from the Investor, to take all actions reasonably necessary or desirable, including the voting of Designation may be removed at any timeoutstanding Voting Securities held by such party, with in order to effect such action. Following such removal of an Investor Director or without cause by, and only byInvestor Designee, the affirmative voteparties shall comply with the other provisions of this Section to ensure that the removed individual is replaced by another Investor Director or Investor Designee, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisappropriate. (d) The Series B Preferred Directors shall be entitled If a vacancy is created on any Applicable Board or the Compensation Committee by virtue of the death, disability, retirement, resignation or removal of any Investor Director or Investor Designee from any Applicable Board or the Compensation Committee, each party hereto shall, to reimbursement from the extent permitted by applicable laws and regulations, take promptly any and all actions, including the voting of outstanding Voting Securities held by such party and, in the case of the Company, actions by the Company for Board, necessary or desirable to fill such vacancy with an individual designated in writing by the Investor so as to give effect to the provisions of SECTION 10(a). (e) Immediately following the Termination Date, the Investor shall cause the Investor Directors or Investor Designees to resign from all costs and expenses in attending any meetings of the Board or any committee thereofApplicable Boards, effective as provided in of the Certificate of DesignationTermination Date. The Company shall notify Investor agrees to take all actions reasonably necessary or desirable, including the Series B Preferred Directors voting of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticesoutstanding Voting Securities held by it, minutes, consents and other materials provided in order to all other members of the Board concurrently as effect such materials are provided to the other membersaction.

Board Representation. (a) Until The Board of Directors shall elect or appoint to the occurrence Board of an Directors one (1) nominee designated by the Investor Rights Termination Event(such person, (i) there shall be five (5) directors or replacement designated by the Investor, the "Investor Nominee"), effective as of the Closing Date. Commencing with the annual meeting of stockholders of the Company, except as otherwise agreed to by Phoenix the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual directors present to the Board of Directors or director nominees to serve as directors the nominating committee thereof the Investor Nominee for election at each annual meeting of stockholders of the Company and the Required Holders Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominee. If the Board of Directors becomes a classified board, the Board of Directors shall designate the class in which the Investor Nominee shall serve, and at each annual meeting of stockholders of the Company at which the term of the Investor Nominee shall expire, the Investor shall be entitled to nominate one (1) individual director present to the Board of Directors or director nomineethe nominating committee thereof the Investor Nominee for election at such annual meeting of stockholders of the Company and the Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominee. In the event of the death, who disability, resignation or removal of an Investor Nominee, the Investor shall be independent under applicable Nasdaq and SEC rules, to serve as designate a replacement for such director, as provided in which replacement the Certificate Company shall cause to be elected or appointed to the Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause the occurrence Investor Nominee designated for election to the Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors to be included in the taking slate of a written consent nominees recommended by the Board of Directors to the stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant annual meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationstockholders, and (b) shall use its best efforts to cause the remaining two (2) directors election of each such Investor Nominee, including soliciting proxies in favor of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Investor shall be entitled to reimbursement from the Company designate an Investor Nominee for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of election to the Board of which Directors so long as the Investor and its Affiliates Beneficially Own (as defined below) all of the Shares or any Conversion Shares issued upon conversion thereof and the Warrant and any of the Series B Preferred Directors Warrant Shares issued upon exercise thereof. If at any time the Investor and its Affiliates do not Beneficially Own all of the Shares or any Conversion Shares issued upon conversion thereof and the Warrant and any of the Warrant Shares issued upon exercise thereof, the Company's obligations pursuant to this Section 6.1 shall terminate and shall be of no further force or effect. "Beneficially Own" with respect to any securities means having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 promulgated under the 1934 Act as in effect on the date hereof, except that a Person shall be deemed to Beneficially Own all such securities that such Person has the right to acquire by conversion, exercise of option or otherwise whether such right is a memberexercisable immediately or after the passage of time). The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents terms "Beneficial Ownership" and other materials provided to all other members of the Board concurrently as such materials are provided to the other members"Beneficial Owner" have correlative meanings.

Board Representation. (a) Until During the occurrence Eligibility Period, the Buyer shall have the right to designate a number of an Investor Rights Termination Eventindividuals (each, (ia “Designee”) there shall be five (5) directors equal to the Designee Number for nomination or appointment, as applicable, to the Board. Upon the death, resignation, retirement, incapacity, disqualification or removal from office of any Buyer Director, the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Buyer shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as designate a director, as provided replacement Designee in the Certificate of Designation (collectively, the “Series B Preferred Directors”)respect thereof. (b) Until To the occurrence extent the then applicable Designee Number exceeds the number of an Investor Rights Termination EventBuyer Directors from time to time (the amount of such excess, at each the “Specified Shortfall Number”), the Company Stockholders’ Meetingshall, or upon unless otherwise consented to in writing by the taking Buyer, promptly cause (i) a number of a written consent of stockholders for such purpose: Board members who are not Buyer Directors equal to the Specified Shortfall Number to resign from the Board and (aii) the holders Board to appoint, as replacements thereof, Designees equal to the Specified Shortfall Number, to serve until the subsequent Annual Meeting of Shareholders of the Series B Preferred Stock shall have the right, voting separately as a class Company (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining DirectorsAnnual Meeting”). (c) Any Series B Preferred Director elected pursuant To the extent the number of Buyer Directors exceeds the then applicable Designee Number from time to Section 2 time (the amount of the Certificate of Designation may be removed at any time, with or without cause by, and only bysuch excess, the affirmative vote“Specified Excess Number”), given at a meeting or by written consentthe Buyer shall, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause unless otherwise consented to in writing by the affirmative voteCompany, given at promptly cause a meeting or by written consent, number of Buyer Directors equal to the holders of Specified Excess Number to resign from the Voting Securities, voting together as a single class on an as-converted to Common Stock basisBoard. (d) The Series B Preferred Directors shall be entitled to reimbursement from In connection with each meeting of stockholders of the Company during the Eligibility Period, the Company shall, unless otherwise consented to in writing by the Buyer, (i) nominate the Designees for election to the Board, (ii) name such Designees as a nominee of management in any form of proxy sent to the Company’s stockholders, (iii) include all costs and expenses required information regarding such Designees (which information the Buyer shall promptly furnish to the Company upon the Company’s request in attending any meetings advance of each such meeting) in such proxy statement, (iv) recommend that the shareholders of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of vote to elect such Designees to the Board and any committee (v) vote for such Designees all proxies in favor of the Board of which Company or any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors officer or director thereof in connection with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other memberselection.

Board Representation. (a) Until the occurrence earlier of an Investor Rights Termination Event, (i) there the third anniversary of the Initial Closing or (ii) such time as the Purchaser and its Affiliates do not hold, directly or indirectly, at least a majority of the Shares purchased at the Closings (or the Common Stock received upon the conversion of such Shares) (as adjusted for stock splits, stock dividends, stock combinations and the like) (the “Requisite Shares”), the Purchaser shall be five entitled to, at each annual or special meeting of the Company’s shareholders during such period, nominate one (51) director (such Person, the “Purchaser Designee”) to serve on the Board of Directors; provided, however, that such nomination is subject to such Purchaser Designee’s satisfaction of all applicable requirements regarding service as a director of the Company under applicable Law or stock exchange rules regarding service as a director and such other criteria and qualifications for service as a director applicable to all directors of the Company and in effect from time to time. In the event that a Purchaser Designee is nominated, the Company shall (i) include such Purchaser Designee in its slate of nominees for election to the Board of Directors at each annual or special meeting of the Company’s shareholders, (ii) recommend that the Company’s shareholders vote in favor of the election of the Purchaser Designee and (iii) support the Purchaser Designee in a manner generally no less rigorous and favorable than the manner in which the Company supports its other nominees. The Company shall take all reasonably necessary actions to ensure that, at all times when a Purchaser Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board of Directors to permit such designation. Notwithstanding the foregoing, the rights of the Purchaser under this Section 5.5(a) to nominate one (1) director shall terminate immediately on the earlier of (A) the third anniversary of the Initial Closing or (B) such time as the Purchaser and its Affiliates ceases to own, directly or indirectly, at least a majority of the Requisite Shares. (b) If any Purchaser Designee ceases to serve on the Board of Directors for any reason during his or her term, the vacancy created thereby shall be filled, and the Company shall cause the Board of Directors to fill such vacancy, with a new Purchaser Designee eligible to serve on the Board of Directors in accordance with Section 5.5(a); provided, however, notwithstanding anything to the contrary in this Agreement, in the event that the Purchaser’s rights under Section 5.5(a) are terminated, any Purchaser Designee serving on the Board of Directors shall immediately tender his or her resignation; provided further that (i) such requirement may be waived in advance by the Company’s Compensation, Nominating & Governance Committee and (ii) such resignation shall be subject to the acceptance by the Board of Directors. (c) For the avoidance of doubt, a Purchaser Designee shall be entitled (i) to the same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive directors of the Company for his or her service as a director and (ii) to the same indemnification rights as other non-executive directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders Company shall maintain, in full force and effect, directors’ and officers’ liability insurance in reasonable amounts to the same extent it now indemnifies and provides insurance for the non-executive directors on the Board of Directors. A Purchaser Designee shall be bound by the same confidentiality restrictions as the other non-executive directors. Any director minimum ownership requirements shall be deemed satisfied in respect of the Purchaser Designee by the Shares, PIK Shares and Conversion Shares, as applicable, held by the Purchaser or one or more of its Affiliates. The Company acknowledges and agrees that it is the indemnitor of first resort (for the Purchase Designee in connection with matters arising from Purchaser Designee’s service as provided in a director of the Certificate Company). For the avoidance of Designation; and (ii) Phoenix doubt, the Purchaser Designee shall be entitled to nominate two customary access and information rights in the same manner as received by the other directors on the Board of Directors. (2d) individual directors Following the third anniversary of the Initial Closing, for so long as the Purchaser holds, directly or director nominees to serve as directors and indirectly, at least a majority of the Required Holders Requisite Shares, whenever dividends on any Series C Preferred Stock of the Purchaser shall be in arrears for six (6) or more consecutive or non-consecutive Dividend Periods (a “Preferred Dividend Default”), the Purchaser shall be entitled to nominate one (1) individual additional director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis Company (the “Remaining DirectorsPreferred Director”). (c) Any for election at the next annual meeting of stockholders and at each subsequent meeting, until all dividends accumulated on such Series B C Preferred Stock for the past Dividend Periods and the then current Dividend Period shall have been fully paid or declared in the form of PIK Shares or Additional Liquidation Preference. In such case, should a Preferred Director elected pursuant be subsequently elected, the entire Board shall be increased by one (1) director. Notwithstanding the foregoing, if, prior to Section 2 the election of any additional director in the manner set forth herein, all accumulated dividends are paid or issued on the Series C Preferred Stock, no such additional director shall be so elected. If and when all accumulated dividends shall have been paid or issued on such Series C Preferred Stock, the right of the Certificate Purchaser to nominate the Preferred Director shall immediately cease (subject to revesting in the event of Designation may be removed at any time, with or without cause byeach and every Preferred Dividend Default), and only bythe term of office of any Preferred Director so elected shall immediately terminate and the entire Board shall be reduced accordingly. So long as a Preferred Dividend Default shall continue, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Purchaser shall be entitled to reimbursement from nominate a director to fill any vacancy in the office of a Preferred Director. For purposes of the foregoing paragraph, dividends shall be considered to be in arrears with respect to a Dividend Period if (i) the Company has not issued PIK Shares for all costs such Dividend Period and expenses (ii) the Liquidation Preference of such Shares has not been increased by the Additional Liquidation Preference, in attending any meetings each case, in accordance with and within the times set forth in the Series C Certificate of Amendment. (e) For the avoidance of doubt, the rights of the Board or Purchaser provided for in this Section 5.5 shall not be transferrable to any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all Person other members of the Board concurrently as such materials are provided to the other membersthan Purchaser’s Affiliates.

Board Representation. (a) Until Subject to Section 2.5, the occurrence senior member of an Investor Rights Termination Eventthe Equity Purchaser shall be entitled to designate one person for election to, and the shareholder of the Trust Preferred Purchaser shall be entitled to designate one person to attend as a non-voting observer at all meetings of (and to receive all materials and information that voting Directors receive) (the "KKR OBSERVER"), (i) there shall be five (5) directors of the CompanyCompany Board, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled the DP&L Board and (iii) the board of directors of any separate entity or entities formed to nominate two hold DP&L's electricity generation, transmission and/or distribution businesses or any material portion thereof (2other than a wholly owned Subsidiary of the Company or DP&L or any of their respective wholly owned Subsidiaries) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B "APPLICABLE BOARDS"), and the Company agrees, to the extent permitted by Law to take such action as may be required under applicable Law (A) so that, effective as of the Closing, the Company Board and the DP&L Board shall each consist of eleven members and shall include the KKR Representative, (B) to include in any slate of nominees recommended by the Applicable Boards for election by the shareholders the KKR Representative, (C) to take such action as may be required under applicable Law to cause the initial KKR Representative to be designated to be a member of the class of the Directors on each Applicable Board which is a classified board having the longest remaining term (which in the case of the Company Board shall be the term extending until the 2003 annual meeting of shareholders), (D) to use its reasonable best efforts to cause the election of the KKR Representative to the Applicable Boards, including nominating such individual, or causing its Subsidiaries to nominate such individual, as appropriate, to be elected as a Director of the Applicable Boards and (E) not to take any action that would cause the number of Directors constituting any Applicable Board to be less than eleven at any one time; PROVIDED that any KKR Representative or KKR Observer (other than those initially designated hereunder) must be reasonably satisfactory to the Company at the time of their designation hereunder; and, PROVIDED, FURTHER, that any Person who shall have served as the KKR Observer shall be automatically deemed satisfactory to the Company for designation as the KKR Representative. The KKR Observer may be changed at any time by the shareholder of the Trust Preferred Directors”)Purchaser. The initial KKR Representative shall be one of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and the initial KKR Observer shall be the other. (b) Until In the occurrence event that a vacancy is created on any Applicable Board at any time by the death, disability, retirement, resignation or removal (with or without cause) of an Investor Rights Termination Eventany KKR Representative, the Company shall use its reasonable best efforts to cause the remaining Directors on such Applicable Board to fill the vacancy created thereby to be filled by a new designee of the senior member of the Equity Purchaser as soon as possible, who is designated in the manner specified in this Section 2.1, and the Company hereby agrees to take, or cause to be taken, at each Company Stockholders’ Meetingany time and from time to time, or upon all actions necessary to accomplish the taking of a written consent of stockholders for such purpose: (a) same. Neither the holders of the Series B Preferred Stock shall have the rightCompany, voting separately as a class (to the exclusion of all other classes or series DP&L nor any of the Company’s capital stock), 's other Subsidiaries or Affiliates shall take any action to elect cause the Series B Preferred Directors, as provided in the Certificate removal of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)any KKR Representative without cause. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there The Company shall be five use its reasonable best efforts to include the Fine Representative (5as defined below) directors in any proxy statement of the Company, except as otherwise agreed to by Phoenix and Company soliciting proxies for the Required Holders or as provided in the Certificate election of Designation; and directors. (ii) Phoenix The Company shall use its reasonable best efforts to include the ▇▇▇▇▇▇ Representative (as defined below, and together with the Fine Representative, each a “Board Representative”) in any proxy statement of the Company soliciting proxies for the election of directors. (iii) The Board shall not be required to appoint to the Board any person, or to nominate any person in the Company’s proxy statement, about whom any disclosure would be required by the Company in its filings with the SEC pursuant to Item 401(f)(2)-(8) of Regulation S-K. (iv) A Board Representative shall be removed from the Board of Directors only by written request of ▇. ▇▇▇▇▇ Fine (in the case of the Fine Representative) or ▇▇▇▇▇▇ ▇▇▇▇▇▇ (in the case of the ▇▇▇▇▇▇ Representative), unless such removal is for cause, provided that upon any resignation, removal, death or disability of a Board Representative, ▇. ▇▇▇▇▇ Fine (in the case of the Fine Representative) or ▇▇▇▇▇▇ ▇▇▇▇▇▇ (in the case of the ▇▇▇▇▇▇ Representative) shall be entitled to nominate two (2) individual directors designate a replacement Board Representative reasonably acceptable to the majority of the members of the Board remaining in office. In the event that a Board Representative is removed in accordance with the preceding sentence or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, for any reason ceases to serve as a directormember of the Board during his or her term of office, the resulting vacancy on the Board of Directors shall be filled by ▇. ▇▇▇▇▇ Fine (in the case of the Fine Representative) or ▇▇▇▇▇▇ ▇▇▇▇▇▇ (in the case of the ▇▇▇▇▇▇ Representative), as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)case may be. (bv) Until The Company’s obligations under this Section 5(d) shall terminate automatically, and the occurrence of an Investor Rights Termination EventCompany shall have no further obligation to appoint, at each Company Stockholders’ Meetingmaintain the appointment of, designate or upon include in any proxy statement any Board Representative following the taking of a written consent of stockholders for such purpose: (a) the holders seven-year anniversary of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion date of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)this Agreement. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Company and each Purchaser shall take all action within their respective powers, including, without limitation, the occurrence voting of an Investor Rights Termination Event, (i) there shall be five (5) directors all of their respective shares of stock of the Company, except as otherwise agreed to by Phoenix the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board of Directors of the Company, the waiving of notice and the Required Holders or attending of meetings, so as provided in to cause the Certificate Board of Designation; Directors of the Company to have as Class C Directors at all times during which the holders of the Class C Common Shares are entitled to elect directors as a separate class: (i) one representative designated by High Ridge and (ii) Phoenix shall be entitled to nominate two one representative designated by MCM (2) individual directors or director nominees to serve each, "Designated Director"), in each case, however, so long as directors High Ridge and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeMCM, who shall be independent under applicable Nasdaq and SEC rulesrespectively, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)own Class C Common Shares. (b) Until The Company shall indemnify, to the occurrence fullest extent permitted by law, any person (or estate of any person) or entity (an Investor Rights Termination Event, at each Company Stockholders’ Meeting"Indemnitee") who was or is a party to, or upon the taking of is threatened to be made a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the rightparty to, voting separately as a class (to the exclusion of all other classes any threatened, pending or series of the Company’s capital stock)completed action, to elect the Series B Preferred Directorssuit or proceeding, as provided whether or not by or in the Certificate of Designation, and (b) the remaining two (2) directors right of the Company, each and whether civil, criminal, administrative, investigative or otherwise, by reason of whom the fact that such Indemnitee is or was a Designated Director, or is affiliated or associated with a Designated Director, or appointed or designated a Designated Director. To the fullest extent permitted by law, the indemnification provided herein shall include expenses, (including attorneys' fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, such expenses shall be independent under applicable Nasdaq and SEC rules, shall be elected paid by the holders Company in advance of Voting Securitiesthe final disposition of such action, voting together suit or proceeding. The indemnification provided herein shall not be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, the Articles of Incorporation or By-Laws of the Company, any vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity as a single class director and as to action in another capacity while holding such position. During the time that any Designated Director serves on an as-converted the Board of Directors of the Company, and for a period of at least six years thereafter, subject to Common Stock basis (availability at a reasonably acceptable cost to the “Remaining Directors”)Company, the Company shall have and maintain one or more policies of directors and officers liability insurance in form, substance and amount reasonably acceptable to the New Purchasers. (c) Any Series B Preferred The Company shall reimburse each Designated Director elected pursuant to Section 2 for reasonable expenses incurred in attending any meeting of the Certificate Board of Designation may be removed at Directors or any time, committee thereof in accordance with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted its customary policies applicable to Common Stock basisall Directors. (d) The Series B Preferred Directors shall be entitled to reimbursement from obligations of the Company for all costs contained in Section 6.3(b) shall survive the disposition of Common Shares and expenses in attending any meetings Warrants by either or both of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersNew Purchasers.

Board Representation. (a) Until Subject to Section 2.5, the occurrence senior member of an Investor Rights Termination Eventthe Equity Purchaser shall be entitled to designate one person for election to, and the shareholder of the Trust Preferred Purchaser shall be entitled to designate one person to attend as a non-voting observer at all meetings of (and to receive all materials and information that voting Directors receive) (the “KKR Observer”), (i) there shall be five (5) directors of the CompanyCompany Board, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled the DP&L Board and (iii) the board of directors of any separate entity or entities formed to nominate two hold DP&L’s electricity generation, transmission and/or distribution businesses or any material portion thereof (2other than a wholly owned Subsidiary of the Company or DP&L or any of their respective wholly owned Subsidiaries) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred DirectorsApplicable Boards”). , and the Company agrees, to the extent permitted by Law to take such action as may be required under applicable Law (bA) Until so that, effective as of the occurrence Closing, the Company Board and the DP&L Board shall each consist of an Investor Rights Termination Eventeleven members and shall include the KKR Representative, at (B) to include in any slate of nominees recommended by the Applicable Boards for election by the shareholders the KKR Representative, (C) to take such action as may be required under applicable Law to cause the initial KKR Representative to be designated to be a member of the class of the Directors on each Applicable Board which is a classified board having the longest remaining term (which in the case of the Company Stockholders’ MeetingBoard shall be the term extending until the 2003 annual meeting of shareholders), (D) to use its reasonable best efforts to cause the election of the KKR Representative to the Applicable Boards, including nominating such individual, or upon the taking of causing its Subsidiaries to nominate such individual, as appropriate, to be elected as a written consent of stockholders for such purpose: (a) the holders Director of the Series B Preferred Stock Applicable Boards and (E) not to take any action that would cause the number of Directors constituting any Applicable Board to be less than eleven at anyone time; provided that any KKR Representative or KKR Observer (other than those initially designated hereunder) must be reasonably satisfactory to the Company at the time of their designation hereunder; and, provided, further, that any Person who shall have served as the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom KKR Observer shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted automatically deemed satisfactory to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending designation as the KKR Representative. The KKR Observer may be changed at any meetings time by the shareholder of the Board or any committee thereof, as provided in the Certificate of DesignationTrust Preferred Purchaser. The Company initial KKR Representative shall notify be one of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and the Series B Preferred Directors of all regular and special meetings of initial KKR Observer shall be the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersother.

Board Representation. (a) Until So long as the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix Subsequent Purchasers and their Affiliates constitute the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeHolders, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock GSMP VCOC shall have the rightright to designate an employee of The G▇▇▇▇▇▇ S▇▇▇▇ Group, voting separately Inc. or its Affiliates as a class non-voting observer (a “Non-Voting Observer”) to the exclusion Board of all other classes or series Directors of each of the Company’s capital stockCompany and HoldCo (each, an “Entity”), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors . Neither Entity shall establish or employ committees of the Company, each Board of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by Directors for the holders purpose of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (circumventing the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 rights of the Certificate GSMP VCOC to have a Non-Voting Observer on the Board of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such directorDirectors. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Each Non-Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Observer shall be entitled to reimbursement from each Entity for his or her reasonable travel or other out-of-pocket expenses related to the Company for performance of their respective duties. (b) So long as GSMP VCOC shall be entitled to exercise its rights pursuant to this Section 7.1, each Entity shall hold regular meetings of its Board of Directors periodically at such times as its Board of Directors may in good faith determine. Within a reasonable time after each such meeting, either telephonically or in person, of a Board of Directors of an Entity, such Entity shall cause minutes of such meeting to be delivered to the Non-Voting Observer. (c) The Non-Voting Observer shall be entitled to be present at all costs and expenses in attending any meetings of the Board or of Directors of each Entity and shall be notified of any committee thereofsuch meeting by reasonable prior notice, as provided including such meeting’s time and place, in the Certificate same manner as directors of Designationsuch Entity and shall receive monthly financial statements of the type described in Section 6.1(a) above and copies of all written materials distributed to directors of such Entity for purposes of such Board of Directors meetings at the same time as directors of such Entity and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, such Board of Directors without voting; provided, however, that such Non-Voting Observer shall not have voting rights with respect to actions taken or elected not to be taken by the Board of Directors and shall be subject to all rules governing such Board of Directors and committee, it being understood that no Board of Directors of any Entity shall be under any obligation to take any action with respect to any proposals made or advice furnished by the Non-Voting Observer, and nothing herein shall prevent the Board of Directors of any Entity from acting by written instrument to the extent permitted by Applicable Law. The Company Non-Voting Observer shall notify the Series B Preferred Directors have a duty of all regular and special meetings confidentiality to such Entity, including a duty not to disclose and/or use confidential information, comparable to such duties of the Board and any committee a director of such Entity. (d) If an issue is to be discussed or otherwise arises at a meeting of the Board of which any of Directors which, in the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members reasonable judgment of the Board concurrently of Directors, cannot be discussed in the presence of the Non-Voting Observer in order to avoid a conflict of interest on the part of the Non-Voting Observer or to preserve an attorney-client or accountant-client or any other available privilege, then such issue may be discussed without the Non-Voting Observer being present and may be deleted from any materials being distributed in connection with any meeting at which such issues are to be discussed, so long as the Non-Voting Observer is given notice of the occurrence of such materials are provided to meeting and the other membersdeletion of such materials.

Board Representation. (a) Until On the occurrence date of an Investor Rights Termination Eventthis Agreement, the Board of Directors of the Company (the "Board") will (i) there adopt a resolution increasing the size of the Board by one seat and (ii) appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇”), (the "Appointed Director") to fill such resulting vacancy on the Board. (b) The Company will include the Appointed Director in its slate of nominees for election as a director of the Company at the Company’s 2014 annual meeting of stockholders (the “2014 Annual Meeting”) and recommend that the Company’s stockholders vote in favor of the election the Appointed Director (along with all other Company nominees). The Company shall solicit proxies in favor of such election and otherwise support the Appointed Director for election in a manner no less favorable than the manner in which the Company supports other nominees in the aggregate for election as director. (c) Prior to the date hereof, the Appointed Director has provided to the Company (i) information requested by the Company, including any information required to be disclosed in proxy statements under applicable law, (ii) an executed consent from such Appointed Director to be named as a nominee in the Company’s proxy statement for the 2014 Annual Meeting and to serve as a director if so elected, and (iii) a completed D&O Questionnaire. It is a condition to the Appointed Director’s nomination as a director of the Company at the 2014 Annual Meeting that the Appointed Director updates such information upon the Company’s request. (d) The Company will also include the Appointed Director in its slate of nominees for election as a director of the Company at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”) and recommend that the Company’s stockholders vote in favor of the election the Appointed Director (along with all other Company nominees). The Company shall solicit proxies in favor of such election and otherwise support the Appointed Director for election in a manner no less favorable than the manner in which the Company supports other nominees in the aggregate for election as director. (e) The nomination of the Appointed Director for election as a director of the Company at the 2015 Annual Meeting shall be five subject to the satisfaction of each of the following conditions: (5i) that the Appointed Director provides to the Company on a timely basis (x) such information as the Company requests from other members of the Board, including any information required to be disclosed in proxy statements under applicable law, (y) an executed consent from such Appointed Director to be named as a nominee in the Company’s proxy statement for the 2015 Annual Meeting and to serve as a director if so elected, and (z) a completed D&O Questionnaire; (ii) that the Appointed Director then meets the independence standards of the New York Stock Exchange (or any other exchange on which the Company may then be listed); and (iii) that the Appointed Director shall have complied with the corporate governance and other Company policies applicable to directors of the Company. (f) The Company agrees that if at any time during the Standstill Period, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, Appointed Director is unable to serve as a director, as provided in the Certificate of Designation (collectivelyincluding, without limitation, due to death, disability or unwillingness to serve, the “Series B Preferred Directors”). (b) Until Company agrees to consult with the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Orange Capital Group with respect to the taking selection of a written consent of stockholders replacement for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Appointed Director. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Board of Directors shall elect the occurrence CEO to the Board of an Investor Rights Termination Event, (i) there Directors effective not later than the Closing Date. The CEO shall be five (5) directors included as a director in Class III. So long as the CEO serves as chief executive officer of the Company, except as otherwise agreed to by Phoenix and at each annual meeting of the Required Holders or as provided in stockholders of the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual Company at which Class III directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectivelyare up for election, the “Series B Preferred Directors”)Board of Directors or the Nominating Committee thereof shall include the CEO for election to such class of directors at such annual meeting. If the Board of Directors shall cease to be a classified board, the Board of Directors or the Nominating Committee thereof shall include the CEO for election to the Board of Directors at each annual meeting of stockholders of the Company for so long as the CEO serves as chief executive officer of the Company. (b) Until The Company shall cause the occurrence CEO to be included in the slate of an Investor Rights Termination Event, nominees recommended by the Board of Directors to the Company's stockholders for election as directors at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders annual meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series stockholders of the Company’s capital stock), to elect the Series B Preferred Directors, Company as provided in the Certificate of Designationis required by Section 5.02(a) hereof, and (b) shall use its best efforts to cause the remaining two (2) directors election of the CompanyCEO, each including soliciting proxies in favor of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders election of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)CEO. (c) Any Series B Preferred Director elected The Board of Directors shall, subject to Section 5.02(g) hereof, elect four nominees designated in writing by the Investor prior to the Closing (such persons, or replacements designated by the Investor, the "Investor Nominees"), to the Board of Directors effective as of the Closing Date in Class I and Class II as specified by the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Company thereafter, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof a number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof four nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of an Investor Nominee (other than pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by5.02(e) hereof), the affirmative vote, given at Investor shall designate a meeting or by written consent, of the holder(s) who designated or nominated replacement for such director. The Remaining Directors may , which replacement the Company shall cause to be removed at any timeelected to the Board of Directors, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted subject to Common Stock basisSection 5.02(g) hereof. (d) The Series B Preferred Subject to Section 5.02(g) hereof, the Company shall cause each Investor Nominee designated for election to the Board of Directors pursuant to the second sentence of Section 5.02(c) hereof to be included in the slate of nominees recommended by the Board of Directors to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders, and shall use its reasonable best efforts to cause the election of each such nominee, including soliciting proxies in favor of the election of such person. (e) Notwithstanding the foregoing provisions of this Section 5.02, the total number of Investor Nominees the Investor is entitled to designate for election to the Board of Directors shall be entitled reduced to reimbursement from (i) three, in the Company for all costs event that the Investor and expenses its Affiliates Beneficially Own, in attending any meetings the aggregate, at least 60%, but less than 80%, of the Board or any committee thereof, as provided in the Certificate Original Number of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.Warrant

Board Representation. (a) Until So long as the occurrence sum of the number of Ordinary Shares and the number of Ordinary Shares into which the then outstanding Note may be converted, in each case, beneficially owned by the Investor, together with its Subsidiaries, is at least 5,057,952 Ordinary Shares, subject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction of the Company made in respect of any Ordinary Shares, the Investor shall be entitled to designate one (1) director to the Board of the Company (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the Company shall arrange for the appointment or election of such Investor Director to the Board as soon as practicable after the Investor notifies the Company of its designation of the Investor Director and following receipt by the Company of all documentation requested by the Company reasonably required for the appointment of the Investor Director but in no event later than thirty (30) days after the receipt of such notification, including convening a meeting of the Board or obtaining resolutions in writing signed by all directors pursuant to the Constitution and appointing such Investor Director to the Board, who shall hold such office until the next annual general meeting in accordance with the Company’s Constitution and shall be re-appointed by the Company for election at such meeting in accordance with Section 2.01(e) below, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix using best efforts to ensure, and to the extent permitted by Applicable Law and the Company’s Constitution, recommending to the Shareholders, the election of such Investor Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the Investor Director, (iii) including such nomination regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the Investor Director; provided, however, that the Investor Director candidate shall be entitled subject to nominate two (2) individual directors or director nominees the approval of the Board, which approval shall not be unreasonably withheld, and further subject to serve as directors the election by the Shareholders of the Company to the extent required by Applicable Law and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Company’s Constitution. (b) Until The Investor Directors shall be entitled to be nominated or appointed to the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders compensation committee of the Series B Preferred Stock shall have the rightBoard, voting separately as a class (subject to the exclusion of all other classes or series approval of the Company’s capital stock)Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom which approval shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)unreasonably withheld. (c) Any Series B Preferred The nomination and appointment right under this Section 2.01 will be subject to the Investor Director elected pursuant satisfying the Company’s Board Qualifications (as defined in Section 2.01(f)). In the event of (i) any failure by the Investor Director to Section 2 satisfy the Board Qualifications, (ii) any removal of the Certificate of Designation may be removed at any time, Investor Director (with or without cause bycause) pursuant to Applicable Law or the Company’s Constitution, (iii) the death, disability, retirement or resignation of the Investor Director (or any other vacancy created by removal thereof by or at the direction of the Investor), or (iv) the failure of the Investor Director to be elected at the annual general meeting or other meetings of the Shareholders, if applicable, the Investor shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and only bythe Company shall promptly arrange for the appointment or election of such individual to its Board (who shall, following such appointment or election, be the affirmative voteInvestor Director for purposes of this Agreement); provided, given at a meeting or by written consenthowever, that the Investor Director candidate thus designated shall satisfy the Board Qualifications, and shall be subject to the approval of the holder(s) who designated or nominated such director. The Remaining Directors may Board, which approval shall not be removed at any timeunreasonably withheld, with or without cause and further subject to the election by the affirmative vote, given at a meeting or by written consent, Shareholders of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors Any Investor Director duly elected to the Board shall: (i) agree to hold in confidence all information provided (provided that the Investor Director shall not be entitled restricted in any confidential communications or discussions with or the confidential provision of information to reimbursement from the Company Investor and its Subsidiaries and their respective directors, officers, employees, accountants, agents, counsel and other representatives who are subject to the same confidentiality obligations as set forth herein), and (ii) be subject to the Company’s bylaws, charters, guidelines, codes of conduct, policies and procedures and Applicable Laws governing the fiduciary responsibilities of directors to the same degree as other members of the Board, and may be removed for all costs and expenses in attending cause under Applicable Law. (e) At any meetings meeting of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the Investor Director is up for re-appointment or re-election to the Board, as provided in the Certificate of Designation. The Company shall notify re-appoint the Series B Preferred Directors of all regular and special meetings of Investor Director to serve on the Board and any committee of shall use commercially reasonable efforts to ensure that the Board of which any of Investor Director is re-elected by the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.Shareholders to

Board Representation. (a) Until Each of the EnLink Entities shall take all actions necessary or advisable to cause one director serving on the board of directors (or other applicable governing body of the general partner of the Partnership, which as of the date of this Agreement is the General Partner) (such governing body, the “Board”) to be designated by the Investor, in its sole discretion (the “Investor Designated Director”), at all times from the date of this Agreement until the occurrence of an Investor Rights a Designation Right Termination EventEvent (as defined below), (i) there shall be five (5) directors at which time the right of the CompanyInvestor under this Agreement to designate a member of the Board shall terminate; provided, except as otherwise agreed to by Phoenix however, that such Investor Designated Director shall have the requisite skill and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, experience to serve as a director, director of a public company and such Investor Designated Director shall not be prohibited from serving as provided in a director of the Certificate General Partner pursuant to any rule or regulation of the Commission or the NYSE. Prior to a Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Right Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred any Investor Designated Director elected pursuant to Section 2 of the Certificate of Designation may be removed by the Investor at any time, with or without cause by“cause” (as defined below), and by a majority of the other director(s) then serving on the Board only byfor “cause” (as defined below), but not by any other party, and any vacancy in such position shall be filled solely by the Investor. As used herein, “cause” means that the Investor Designated Director (i) is prohibited from serving as a director of the General Partner under any rule or regulation of the Commission or the NYSE, (ii) has been convicted of a felony or misdemeanor involving moral turpitude, (iii) has engaged in acts or omissions against the Partnership constituting dishonesty, breach of fiduciary obligation, or intentional wrongdoing or misfeasance, or (iv) has acted intentionally or in bad faith in a manner that results in a material detriment to the assets, business or prospects of the Partnership and its direct or indirect subsidiaries. Any action by the Investor to designate, remove or replace an Investor Designated Director shall be evidenced in writing furnished to the General Partner, shall include a statement that the action has been approved by all requisite partnership action of the Investor and shall be executed by or on behalf of the Investor. None of the EnLink Entities shall take any action which would, or would be reasonably likely to, lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Investor to designate an Investor Designated Director. The EnLink Entities shall not permit the replacement of the General Partner as the general partner of the Partnership unless such new general partner first agrees in writing to be bound by the provisions of this Agreement as an “EnLink Entity”. The Investor agrees upon the Partnership’s request to, and to use its commercially reasonable efforts to cause the Investor Designated Director to, timely provide the Partnership with accurate and complete information relating to the Investor Designated Director as may be required to be disclosed by the Partnership under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. The Investor further agrees to use its commercially reasonable efforts to cause the Investor Designated Director to comply with any applicable Section 16 filing obligations under the Exchange Act. Commencing as of Closing, the affirmative voteInvestor Designated Director is [·]. (b) If the Partnership and its subsidiaries plan to engage in any material transaction between the Partnership and its subsidiaries, given on the one hand, and Devon Energy Corporation (“Devon”) or any of its subsidiaries (other than ENLC, the Partnership and their respective subsidiaries), on the other hand, at a meeting or by written consentany time when Devon and its subsidiaries (other than ENLC, the Partnership and their respective subsidiaries) collectively own less than 20% of the holder(s) who designated or nominated outstanding limited partner interests in the Partnership, and consideration of such director. The Remaining Directors may be removed at any time, with or without cause by transaction is referred to the affirmative vote, given at a meeting or by written consent, Conflicts Committee of the holders Board (the “Conflicts Committee”), then any written materials prepared by or for the Conflicts Committee will be made available on a confidential basis to the Investor Designated Director. (c) In furtherance of the Voting Securitiesforegoing, voting together as a single class EMI shall execute concurrently herewith the amendment to the Third Amended and Restated Limited Liability Company Agreement of the General Partner set forth on Exhibit A attached hereto. After the date hereof, EMI and the General Partner shall not amend, and shall not permit the amendment of, the limited liability agreement of the General Partner in any manner that would, or would be reasonably likely to, have an as-converted adverse effect on the board representation rights granted to Common Stock basisthe Investor under this Agreement; provided, however, that any increase or reduction in the size of the Board shall be deemed not to have any such adverse effect. (d) The Series B Preferred Directors Upon the occurrence of a Designation Right Termination Event, the right of the Investor to designate an Investor Designated Director shall terminate and the Investor Designated Director then serving on the Board, promptly upon (and in any event within two Business Days following) receipt of a request from a majority of the other directors then serving on the Board or EMI, as the sole member of the General Partner, shall resign as a member of the Board. If the Investor Designated Director does not resign upon such request, then a majority of the other directors then serving on the Board or EMI, as the sole member of the General Partner, may remove the Investor Designated Director as a member of the Board. At all times while an Investor Designated Director is serving as a member of the Board, and following any such Investor Designated Director’s resignation, removal or other cessation as a director of the Board, each Investor Designated Director shall be entitled to reimbursement from the Company for all costs rights to indemnification and expenses in attending exculpation as are then made available to any meetings other member (or former member, as applicable) of the Board by the EnLink Entities. (e) The EnLink Entities shall purchase and maintain (or reimburse the Investor Designated Director for the cost of) insurance (“D&O Insurance”), on behalf of the Investor Designated Director, against any committee thereofliability that may be asserted against, or expense that may be incurred by, such Investor Designated Director in connection with the EnLink Entities’ activities or such Investor Designated Director’s activities on behalf of the EnLink Entities, regardless of whether the EnLink Entities would have the power to indemnify such Investor Designated Director against such liability under the provisions of the Eighth Amended and Restated Agreement of Limited Partnership of the Partnership (as it may be amended from time to time) or the Third Amended and Restated Limited Liability Company Agreement of the General Partner (as it may be amended from time to time). Such D&O Insurance shall provide coverage commensurate with that provided to independent members of the Board and each Investor Designated Director shall be entitled to all rights to insurance as are then made available to any other member (or former member, as provided in applicable) of the Certificate Board by the EnLink Entities. (f) For the purposes of Designation. The Company this Agreement, a “Designation Right Termination Event” shall notify occur on the earliest to occur of (i) the Purchaser and its Affiliates holding a number of Series B Preferred Units, Conversion Units and Additional Conversion Units that is less than 25% of the number of Series B Preferred Units initially issued to the Purchaser pursuant to the Purchase Agreement, (ii) such time as the sum of (A) the number of Common Units into which the Series B Preferred Directors Units collectively held by the Purchaser and its Affiliates are convertible and (B) the aggregate number of Conversion Units and Additional Conversion Units which are then collectively held by the Purchaser and its Affiliates represent less than 7.5% of the Common Units then outstanding and (iii) the Purchaser ceasing to be an Affiliate of TPG Capital, L.P. (“TPG”). For purposes of this Section 1(f), each of the limited partners of the Purchaser as of the date hereof and each of their respective Affiliates will be deemed to be Affiliates of the Purchaser. For so long as the Purchaser has the right to appoint an Investor Designated Director pursuant to this Section 1, the General Partner shall invite the Investor Designated Director to attend all regular and special meetings of the Board and any each committee of the Board (other than the Audit Committee, the Conflicts Committee, the Compensation Committee, any pricing committee established for an offering of which securities by the Partnership and any of committee established to deal with conflicts with the Series B Preferred Directors is Purchaser or its Affiliates) in a member. The Company nonvoting observer capacity and, in this respect, shall provide give the Series B Preferred Directors with Investor Designated Director copies of all notices, minutes, consents and other materials provided that it provides to all other members of the Board concurrently as such materials are provided to the other committee members.

Board Representation. (a) Until The RP Investor II shall have the occurrence right to designate one trustee (such trustee and any trustee who subsequently replaces such trustee in accordance with this Agreement, a “Primary RP Trustee”) for election to the Board of an Investor Rights Termination EventTrustees of the Trust (the “Board”) in accordance with, (iand subject to the conditions of, Section 10(a)(iii) there of the Partnership Agreement. In the event that any Primary RP Trustee shall die, retire from or be removed from the Board, a substitute Primary RP Trustee shall be five (5) directors designated by the RP Investor II for election to the Board pursuant to this Agreement. Each of the CompanyShareholders shall vote, except as otherwise agreed or cause to be voted, all of the Common Shares beneficially owned or held of record by Phoenix and such Shareholder at any regular or special meeting of the Required Holders shareholders of the Trust called for the purpose of filling positions on the Board, or as provided in the Certificate any written or electronic consent executed in lieu of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rulessuch a meeting of shareholders, to serve cause the election to the Board of the Primary RP Trustee. The RP Investor II has named ▇▇▇▇▇▇▇ ▇▇▇▇▇ as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)initial Primary RP Trustee. (b) Until the occurrence of an The RP Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock II shall have the rightexclusive right to cause the removal of the Primary RP Trustee (such trustee, voting separately as a class (“Removed Trustee”) and designate a replacement RP Trustee in accordance with, and subject to the exclusion of all other classes or series conditions of, Section 10(a)(iii) of the Company’s capital stock), to elect Partnership Agreement. If the Series B Preferred Directors, as provided in Removed Trustee does not resign or if the Certificate Board does not fill the resulting vacancy with the replacement Primary RP Trustee within five (5) business days of Designation, and (b) the remaining two (2) directors written notice of the CompanyRP Investor II, each of whom the Shareholders shall act by written or electronic consent to remove the Removed Trustee and elect a replacement Primary RP Trustee (or, if such written or electronic consent would not be independent under applicable Nasdaq effective for any reason, by causing the Trust to call a special meeting of the shareholders of the Trust and SEC rules, shall be elected voting all of the Common Shares beneficially owned or held of record by such Shareholder at such special meeting of the holders shareholders in favor of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”such actions). (c) Any Series B Preferred Director elected pursuant If an Event of Default (as defined in the Partnership Agreement) occurs and remains uncured for a period of sixty (60) calendar days following the Trust’s receipt of written notice from the RP Investor II: (i) the RP Investor II shall have the right by written notice to Section 2 the Trust (the “Board Increase Election”) to request that the number of trustees then constituting the Board be increased by a number of trustees that would result in the RP Investor II being entitled to designate for nomination and election a majority of the Certificate members of Designation the Board (each such additional trustee and any trustee who subsequently replaces such trustee in accordance with this Agreement, an “Additional RP Trustee” and, together with the Primary RP Trustee, the “RP Trustees”); (ii) the removal of any Additional RP Trustees may only be effected in accordance with the terms of Section 1(b) of this Agreement; (iii) in the event that any Additional RP Trustee shall die, retire from or be removed from the Board, a substitute Additional RP Trustee shall be designated by the RP Investor II; and (iv) each of the Shareholders shall vote, or cause to be voted, all of the Common Shares beneficially owned or held of record by such Shareholder at any timeregular or special meeting of the shareholders of the Trust called for the purpose of filling positions on the Board, with or without cause by, and only by, the affirmative vote, given at in any written or electronic consent executed in lieu of such a meeting or of shareholders, to cause the election to the Board of the Additional RP Trustees. If for any reason the number of trustees on the Board is not increased in accordance with (i) above so that the RP Trustees constitute a majority of the Board, each of the Shareholders shall act by written consent, or electronic consent to remove such number of trustees and elect Additional RP Trustees so that the RP Trustees constitute a majority of the holder(s) who designated Board (or, if such written or nominated such director. The Remaining Directors may electronic consent would not be removed at effective for any timereason, with or without cause by causing the affirmative vote, given at Trust to call a special meeting or by written consent, of the holders shareholders of the Voting Securities, Trust and voting together as a single class on an as-converted to all of the Common Stock basisShares beneficially owned or held of record by such Shareholder at such special meeting of the shareholders in favor of such actions). (d) Each Shareholder shall vote any additional Common Shares or other voting securities of the Trust acquired by such Shareholder after the date hereof in accordance with the provisions of Paragraphs (a), (b) and (c) above. (e) The Series B Preferred Directors Primary RP Trustee shall serve on each committee of the Board and shall be provided substantially comparable access to the business records and operational matters of the Trust as the other members of the Board. (f) The RP Investor II shall have the right to designate one individual as a non-voting observer to the Board (a “Board Observer”), who shall initially be ▇▇▇ ▇▇▇▇▇▇▇. Any Board Observer shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special attend meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of and to receive all notices, minutes, consents and other materials information provided to all other the members of the Board concurrently as or its committees (including minutes of previous meetings of the Board or such materials are provided committees); provided, that (i) the Board Observer shall not be entitled to vote on any matter submitted to the other membersBoard or any of its committees nor to offer any motions or resolutions to the Board or such committees; and (ii) the Trust may withhold information or materials from the Board Observer and exclude such Board Observer from any meeting or portion thereof if (as determined by the Board in good faith) access to such information or materials or attendance at such meeting would adversely affect the attorney-client or work product privilege between the Trust and its counsel. The RP Investor II shall have the exclusive right to remove a Board Observer and designate a replacement Board Observer at any time. (g) Each Shareholder has executed and delivered the Irrevocable Limited Proxy attached hereto as Exhibit A (the “Limited Proxy”) that grants the RP Investor II (or its designee) an irrevocable limited proxy to vote all Common Shares held by such Shareholder or execute a written or electronic consent in lieu of meeting of shareholder of the Trust on behalf of such Shareholder, each in accordance with this Section 1.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Following the Closing and for so long as DSM Beneficially Owns at least 4.5% of the Company’s outstanding Voting Securities, except as otherwise agreed to by Phoenix and DSM shall have the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled right to nominate one (1) individual director or director nomineefor election to the Board; provided, who that such individual shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate member of Designation DSM Parent’s Executive Committee (collectivelysuch individual, the “Series B Preferred DirectorsDSM Nominee”). (bii) Until In the occurrence of an Investor Rights Termination Eventevent that DSM is no longer entitled to nominate a director to the Board pursuant to Section 2.1(a)(i) above, at each Company Stockholders’ MeetingDSM shall promptly cause the then-serving DSM Director to immediately resign. If any such director is unwilling to resign, or upon DSM will take all such actions as are necessary to cause the taking of a written consent of stockholders for such purpose: (a) the holders removal of the Series B Preferred Stock director, including voting (or causing to be voted) all of the Voting Securities Beneficially Owned by it in favor of such removal. (iii) For so long as DSM has the right to nominate a DSM Nominee for election pursuant to Section 2.1(a)(i), in connection with each election of directors, subject to Section 2.1(a)(v), the Company shall nominate such DSM Nominee for election as a director as part of the management slate that is included in the proxy statement of the Company relating to the election of directors. (iv) In the event that any DSM Director shall cease to serve as a director for any reason (other than the resignation or removal of such director as a result of DSM not having the right to nominate a director pursuant to Section 2.1(a)(i)), subject to Section 2.1(a)(v), DSM shall have the rightright to designate another DSM Nominee to fill the vacancy resulting therefrom. For the avoidance of doubt, voting separately as a class (to it is understood that the exclusion of all other classes or series failure of the Company’s capital stock), stockholders of the Company to elect any DSM Nominee shall not affect the Series B Preferred Directors, as provided right of DSM to designate a DSM Nominee for election pursuant to Section 2.1(a)(i) in the Certificate connection with any future election of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (cv) Any Series B Preferred Director elected Notwithstanding the foregoing, as a condition to any DSM Nominee’s appointment to the Board and nomination for election as a director of the Company at the Company’s annual meetings of stockholders: (A) DSM and such DSM Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company, with respect to DSM Parent, its Subsidiaries and controlled Affiliates and the applicable DSM Nominee, in each case, to the same extent as all other directors of the Company; (B) such DSM Nominee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company; (C) no Disqualification Event shall be applicable to such DSM Nomine except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable; (D) such DSM Nominee shall be reasonably acceptable to the Nominating and Governance Committee of the Board; and (E) such DSM Nominee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any DSM Nominee relative to all other directors (provided that, for the avoidance of doubt, no DSM Nominee shall be required to qualify as an independent director under applicable stock exchange rules or securities laws and regulations). The Company will make all information requests pursuant to this Section 2 2.1(a)(v) in good faith in a timely manner that allows DSM and the DSM Nominee a reasonable amount of the Certificate of Designation may be removed at any time, with or without cause bytime to provide such information, and only by, will cooperate in good faith with DSM and the affirmative vote, given at a meeting or by written consent, of DSM Nominee in connection with their efforts to provide the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisrequested information. (dvi) The Series B Preferred Directors shall be entitled DSM hereby covenants and agrees (A) not to reimbursement from designate or participate in the Company for all costs and expenses designation of any director designee who, to DSM’s knowledge, is a Disqualified Designee, (B) that in attending the event DSM becomes aware that any meetings of the Board individual previously designated by DSM is or has become a Disqualified Designee or that a Disqualification Event has become applicable to DSM or any committee thereofof its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as provided in the Certificate of Designation. The Company to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, then DSM shall notify the Series B Preferred Directors of all regular Company promptly in writing and special meetings of as promptly as practicable DSM shall take such actions as are necessary to remove any such Disqualified Designee from the Board and any committee of the Board of which any of the Series B Preferred Directors designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is a member. The Company shall provide DSM Director, DSM will comply with the Series B Preferred Directors Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy as currently in effect with copies of all notices, minutes, consents and other materials provided such changes thereto (or such successor policies) as are applicable to all other stockholders of the Company that have rights to designate or nominate members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, principal and premium (if any) and interest on the FRI-MRD Notes have been paid in full: (i) there the Company shall be five (5) directors use its best efforts to cause the Board of Directors of the Company, except Company (the "Board of Directors") to limit its size to no more than five directors and to include the MacKay Designee (as otherwise agreed to by Phoenix and the Required Holders or defined below) as provided in the Certificate one of Designation; and its members; (ii) Phoenix the Company shall be entitled support the nomination of, and use its best efforts to nominate two cause the Board of Directors to include in the slate of nominees recommended to stockholders for election as directors, one person designated by MacKay (2the "MacKay Designee"); (iii) individual directors if any vacancy (whether by death, retirement, disqualification, removal from office or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1other cause) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, is created by a MacKay Designee ceasing to serve as a director, as provided the Board of Directors shall appoint a person designated by MacKay to fill such vacancy, and such person shall be the MacKay Designee for purposes of this Agreement; (iv) the Company shall not amend its Organizational Documents in a manner that adversely affects the Certificate rights of Designation MacKay hereunder; and (collectivelyv) the MacKay Designee shall be a member of the board of directors (or similar governing body) of any subsidiary of the Company at any time such subsidiary's board of directors is made up of persons other than management; provided, however, that, notwithstanding the foregoing, the “Series B Preferred Directors”)Company shall not be required to take any action which it reasonably believes is unlawful, and shall be allowed to take any action the omission of which it reasonably believes would be unlawful. (b) Until Notwithstanding the occurrence provisions of this Section 2, MacKay shall not be entitled to designate any person to the Board of Directors if: (i) such person is an Investor Rights Termination Event, at each Affiliate of MacKay; or (ii) the Company Stockholders’ Meeting, or upon the taking of receives a written consent opinion of stockholders for its outside counsel that such purpose: (a) the holders of the Series B Preferred Stock shall have the rightperson would not be qualified under any applicable law, voting separately rule or regulation to serve as a class (to the exclusion of all other classes or series director of the Company’s capital stock), to elect the Series B Preferred Directors, as provided . The Company shall notify MacKay in the Certificate of Designation, and (b) the remaining two (2) directors writing of the Company, each date on which proxy materials are expected to be mailed by the Company in connection with an election of whom directors (and such notice shall be independent under applicable Nasdaq and SEC rules, delivered to MacKay at least 30 days prior to such expected mailing date). The Company shall use its reasonable best efforts to notify MacKay of any objection to a MacKay Designee sufficiently in advance of the date on which such proxy materials are to be elected mailed by the holders Company in connection with such election of Voting Securities, voting together directors so as to enable MacKay to propose a single class on an as-converted to Common Stock basis (replacement MacKay Designee in accordance with the “Remaining Directors”)terms of this Agreement. (c) Any Series B Preferred Director elected If at any time prior to the termination of this Agreement the Board of Directors of the Company or, pursuant to Section 2 2(a)(v), any Subsidiary, as applicable, does not include a MacKay Designee, MacKay shall have the right to: (i) appoint a non-voting representative to attend meetings of such Board of Directors and (ii) receive copies of any materials to be distributed or discussed at such meetings at the Certificate same time as provided to members of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, such Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Each MacKay Designee serving on the Board of Directors shall be entitled to reimbursement from the Company for all costs compensation and expenses in attending any meetings stock incentives granted to directors who are not employees of the Board or any committee thereofCompany, as provided well as the benefits of any directors' liability insurance policy, in each case, on the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are same terms provided to the other memberssuch directors.

Board Representation. (a) Until For so long as the occurrence of an Strategic Investor’s Percentage is at least 8%, the Strategic Investor Rights Termination Event, (i) there shall be five entitled (5but not required) directors to designate one individual (the “Strategic Investor’s Designee”) to be appointed to the Board and the Board shall (within ten Business Days after receiving such notice from the Strategic Investor) take all reasonably practicable action (including, to the extent permitted without obtaining approval of the Shareholders, by amending the organizational documents of the Company, except as otherwise agreed if necessary, or increasing the size of the Board) to by Phoenix and cause the Required Holders or as provided in Strategic Investor’s Designee to be appointed to the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees Board to serve as a member of the Board for a term expiring not earlier than the Company’s next annual meeting of Shareholders at which directors of the Company are to be elected, provided that such Strategic Investor’s Designee consents in writing to serve as a director and is, and remains, eligible under the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent Act and under applicable Nasdaq and SEC rules, the rules of the CSE to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until For so long as the occurrence of an Investor Rights Termination EventStrategic Investor’s Percentage is at least 8%, the Company shall nominate and cause the Strategic Investor’s Designee to be included as a nominee proposed by the Company to the Shareholders for election as a director at each Company Stockholders’ Meeting, or upon the taking meeting of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Shareholders at which directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall Company are to be elected by following the holders appointment of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Strategic Investor’s Designee. (c) Any Series B Preferred Director elected pursuant The Company shall nominate and use commercially reasonable efforts to Section 2 cause the election of the Certificate Strategic Investor’s Designee (which shall include, (i) subject to applicable Laws, including in any management information circular used by the Company to solicit the vote of Designation may be removed at its Shareholders in connection with any timesuch meeting, with or without cause bythe recommendation of the Board that Shareholders vote in favour of the director nominated by the Company and (ii) soliciting and obtaining proxies in favour of, and only byotherwise supporting the election of, such Strategic Investor’s Designee at the affirmative voteapplicable meeting of Shareholders, given each in a manner no less favourable than the manner in which the Company supports its other nominees for election at a the applicable meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisShareholders). (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors Strategic Investor in writing promptly upon determining the date of any meeting of Shareholders at which directors of the Company are to be elected and the Strategic Investor shall advise the Company and the Board of the name of the Strategic Investor’s Designee, if any, within ten Business Days after receiving such notice. (e) If the Strategic Investor does not advise the Company and the Board of the Strategic Investor’s Designee or does not advise the Company that it wishes to decline to designate a Strategic Investor’s Designee for nomination for election at the relevant meeting of Shareholders within the time set forth in Section 4.1(d), then the Strategic Investor will be deemed to have designated its incumbent designee, if any, for nomination for election at the relevant meeting of Shareholders. (f) If a Strategic Investor’s Designee is not elected by Shareholders or ceases to hold office as a director of the Company for any reason, the Strategic Investor shall be entitled (but not required) to designate an individual to replace such Strategic Investor’s Designee and the Company shall promptly take all regular steps as may be necessary to cause the Board to appoint as soon as practicable such individual to the Board to replace the Strategic Investor’s Designee who has not been elected or ceased to hold office, provided that such Strategic Investor’s Designee consents in writing to serve as a director and special is, and remains, eligible under the Act and under the rules of the CSE to serve as a director. (g) For so long as the Strategic Investor’s Designee serves as a member of the Board, the Strategic Investor’s Designee shall be eligible to serve on any committee of the Board, provided that the Strategic Investor’s Designee satisfies the eligibility criteria for such committee as reasonably determined by the Board or an authorized committee thereof from time to time, the rules of the CSE and applicable corporate laws and Securities Laws. (h) The Company covenants that all Board meetings of and Board committee meetings will be held in English and all Board minutes, committee minutes, notices and related correspondence will be written in English. (i) Each Strategic Investor Nominee shall be compensated for the Strategic Investor’s Designee service on the Board and any committee thereof consistent with the Company’s policies for director compensation, provided that any full-time employee of the Board of which Strategic Investor or any of its Affiliates who serves as a Strategic Investor’s Designee shall not be entitled to any salary or compensation from the Series B Preferred Directors is Company for the Strategic Investor’s Designee’s services. Each Strategic Investor’s Designee shall be reimbursed for all reasonable expenses related to such service on the Board consistent with the Company’s policies for director reimbursement. If the Company adopts a member. policy that directors own a minimum amount of equity in the Company, the Strategic Investor’s Designee shall not be subject to such policy. (j) The Company shall at all times provide the Series B Preferred Directors Strategic Investor’s Designee (in his or her capacity as a member of the Board) with copies of all notices, minutes, consents the same rights to indemnification and other materials provided exculpation that it provides to all the other members of the Board concurrently as such materials are provided Board. The Company has obtained and shall maintain customary director liability insurance (taking into account, to the extent applicable, the size of the Company, the fact that the Company’s securities are publicly traded and the business in which the Company operates). (k) Subject to Section 4.17 and applicable Law, each Strategic Investor’s Designee shall be permitted to disclose non-privileged information about the Company that the Strategic Investor’s Designee receives as a result of being a director of the Company or Board Observer to the Strategic Investor, its Affiliates and their respective Representatives solely for the purposes of monitoring, administering or managing the Strategic Investor’s investment in the Company and advising the Strategic Investor’s Designee in the Strategic Investor’s Designee’s capacity as a director of the Company or Board Observer and for no other memberspurpose; provided that the recipient of such disclosure is directed to keep confidential and not disclose any Confidential Information in accordance with Section 4.17. The Strategic Investor shall be liable to the Company for any breach of this Section 4.1(k) by any of the foregoing Persons as if such Person were an original party hereto.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, If: (i) there shall be five (5) directors the Plan of Arrangement is not completed in accordance with the terms of the CompanyArrangement Agreement on or before August 31, except as otherwise agreed to by Phoenix and 2016, or the Required Holders or as provided in Subscriber determines, acting reasonably, that the Certificate Plan of Designation; Arrangement will not be completed, and (ii) Phoenix the Subscriber beneficially owns at least ten percent of the total issued and outstanding Common Shares (calculated on a non-diluted basis): (a) the Subscriber shall be entitled to designate one individual (the “Nominee”) for election or appointment to the board of directors of the Corporation (the “Board”) from time to time, and such Nominee shall meet the individual qualification requirements for directors under applicable laws; (b) the Corporation shall take all steps as may be necessary to appoint the Nominee to the Board, as soon as reasonably possible after the Subscriber indicates its desire to nominate a person as the Nominee; (c) at the first annual meeting of shareholders of the Corporation following the end of the initial term of the Nominee at which directors of the Corporation are to be elected, and at each meeting of shareholders of the Corporation thereafter at which directors are to be elected, the Corporation shall cause the Nominee to be included in the slate of nominees proposed by the Corporation to the shareholders of the Corporation for election as directors, and shall use commercially reasonable efforts to cause the election of such Nominee to the Board; (d) the Corporation shall notify in writing the Subscriber at least 30 days before publicly filing the management information circular in respect of any meeting of the shareholders of the Corporation at which directors of the Corporation are to be elected and the Subscriber shall advise the Corporation and the Board of the Nominee within 15 days after receiving such notice; (e) if the Subscriber does not advise the Board of the name of the Nominee within the time set forth in Section 10(d), then the Subscriber shall be deemed to have designated its incumbent nominee for nomination for election at the relevant meeting of shareholders; (f) if the Nominee ceases to hold office as a director of the Corporation, for any reason, the Subscriber shall be entitled to nominate two a replacement Nominee and the Corporation shall promptly take all steps as may be necessary to appoint such replacement Nominee to the Board; (2g) individual directors or director nominees so long as a Nominee serves as a member of the Board, such Nominee shall be eligible to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board, provided that such Nominee satisfies the eligibility criteria for such committee and the Board of which any has approved of the Series B Preferred Directors is Nominee serving as a member. The Company member of such committee; and (h) the Nominee shall provide be provided with equivalent directors’ insurance and indemnification as the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. (a) Until The Board of Directors shall elect a total of three nominees designated in writing by the occurrence Investor prior to the Closing (such persons, or replacements designated by the Investor, the "Investor Nominees"), to the Board of an Investor Rights Termination Event, (i) there shall be five (5) directors Directors effective as of the CompanyClosing Date, except to be allocated to Class I, Class II and Class III as otherwise agreed to specified by Phoenix the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors or director nominees up for election to serve as directors the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election and the Required Holders Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to nominate one (1) individual director present to the Board of Directors or director nomineethe nominating committee thereof three nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, who disability, resignation or removal of an Investor Nominee, the Investor shall be independent under applicable Nasdaq and SEC rules, to serve as designate a replacement for such director, as provided in which replacement the Certificate Company shall cause to be elected to the Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Investor Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.02(a) hereof to be included in the taking slate of a written consent nominees recommended by the Board of Directors to the stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant annual meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationstockholders, and (b) shall use its best efforts to cause the remaining two (2) directors election of each such Investor Nominee, including soliciting proxies in favor of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, less than 50% of the Investor Original Number of Conversion Shares. In the event that the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors, the Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Investor Original Number of Conversion Shares specified in this Section 5.02(c). If an Investor Nominee does not resign on or prior to such thirtieth day as required pursuant to Section 2 the immediately preceding sentence, a majority of the Certificate Board of Designation may be removed at Directors (excluding any time, with or without cause by, and only by, Investor Nominees) shall have the affirmative vote, given at a meeting or by written consent, right to remove such Investor Nominee from the Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of If the Board of which Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Series B Preferred Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which an Investor Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a memberBoard of Directors meeting at which an Investor Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as an Investor Nominee. The Company shall provide Board of Directors has approved the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members executives of the Board concurrently Investor set forth on Schedule 5.02(d) hereto as such materials are provided to Investor Nominees for all purposes hereof as of the other membersdate hereof.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five The Company agrees at its next regularly scheduled meeting (5which are scheduled on a quarterly basis) directors of the Company Board occurring after the Closing to elect V▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Buyers’ Nominee”) as a director of the Company and that the Company’s Nominating and Corporate Governance Committee will propose the Buyers’ Nominee for election as a director with a term expiring at the 2008 Annual Meeting of Shareholders of the Company. The Buyers warrant that the Buyers’ Nominee meets each of the criteria set forth in Section 6(b)(ii) hereof. Subject to its fiduciary duties, except the Company’s Board of Directors will nominate the Buyers’ Nominee (or, if the Buyers’ Nominee is unable or unwilling to serve, a successor as otherwise agreed contemplated by Section 6(b)(ii)) for election at each meeting at which time the Buyer’s nominee is up for election (or in each action by written consent in lieu of a meeting) of stockholders of the Company for the election of directors. (ii) If the Buyer’s Nominee (or such a successor) is no longer a director of the Company as contemplated by paragraph 6(b)(i), the Buyer may propose to by Phoenix the Company as a nominee for election as a director of the Company a person with reasonable qualifications who is not a former director, officer or employee of the Company and is not engaged in activities which present a material conflict of interest with the Required Holders Company, in which event, with the Company’s consent (such consent not to be unreasonably withheld), such person will be proposed to the Nominating and Corporate Governance Committee. (iii) The Company will use its best efforts to cause the Buyer’s Nominee or any such successor nominated as provided in this Section 6(b) to be elected by the Certificate stockholders of Designation; the Company and will solicit proxies in favor of the Buyer’s Nominee or any such successor at each meeting (iior in each action by written consent in lieu of a meeting) Phoenix shall be entitled to nominate two of stockholders of the Company. (2iv) individual directors or director nominees to serve as directors and If the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as Company does not accept a director, Buyer designee as provided in the Certificate of Designation (collectivelyparagraph 6(b)(ii), the “Series B Preferred Directors”)process set forth therein shall be repeated so long as necessary to find a successor candidate acceptable to both the Buyer and the Company. (bv) Until The Company’s obligations under this Section 6(b) shall terminate when the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series Buyer Beneficially Owns less than 15% of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate outstanding shares of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (including as Beneficially Owned, for purposes of this Section 6(b)(v) only, the “Remaining Directors”Exposure Shares). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Board of Directors shall elect a total of three nominees designated in writing by the occurrence Investor prior to the Initial Closing (such persons, or replacements designated by the Investor, the "INVESTOR NOMINEES"), to the Board of an Investor Rights Termination Event, (i) there shall be five (5) directors Directors effective as of the CompanyInitial Closing Date, except to be allocated to Class I, Class II and Class III as otherwise agreed to specified by Phoenix the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Initial Closing Date, and at each annual meeting of stockholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors or director nominees up for election to serve as directors the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election and the Required Holders Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to nominate one (1) individual director present to the Board of Directors or director nomineethe nominating committee thereof three nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, who disability, resignation or removal of an Investor Nominee, the Investor shall be independent under applicable Nasdaq and SEC rules, to serve as designate a replacement for such director, as provided in which replacement the Certificate Company shall cause to be elected to the Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Investor Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.02(a) hereof to be included in the taking slate of a written consent nominees recommended by the Board of Directors to the stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant annual meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationstockholders, and (b) shall use its best efforts to cause the remaining two (2) directors election of each such Investor Nominee, including soliciting proxies in favor of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, less than 50% of the Investor Original Number of Conversion Shares. In the event that the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors, the Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Investor Original Number of Conversion Shares specified in this Section 5.02(c). If an Investor Nominee does not resign on or prior to such thirtieth day as required pursuant to Section 2 the immediately preceding sentence, a majority of the Certificate Board of Designation may be removed at Directors (excluding any time, with or without cause by, and only by, Investor Nominees) shall have the affirmative vote, given at a meeting or by written consent, right to remove such Investor Nominee from the Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of If the Board of which Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Series B Preferred Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which an Investor Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a memberBoard of Directors meeting at which an Investor Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as an Investor Nominee. The Company shall provide Board of Directors has approved the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members executives of the Board concurrently Investor set forth on Schedule 5.02(d) hereto as such materials are provided to Investor Nominees for all purposes hereof as of the other membersdate hereof.

Board Representation. (a) Until Promptly upon the occurrence purchase of an Investor Rights Termination EventShares pursuant to the Offer, Newco shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Newco representation on the Board of Directors of the Company equal to the product of (i) there shall be five the total number of directors on the Board of Directors (5giving effect to the election of any additional directors pursuant to this Section) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the percentage that the number of Shares beneficially owned by the Investors (including Shares accepted for payment) bears to the number of Shares outstanding. The Company shall take all reasonable actions to permit Newco's designees to be entitled elected or appointed to nominate two (2the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. The Company shall take at its expense all action necessary pursuant to Section 14(f) individual directors or director nominees of the Exchange Act and then Rule 14f-1 under the Exchange Act in order to serve as directors fulfill its obligations under this Section and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided include in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Schedule 14d-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. (b) Until Following the occurrence election or appointment of an Investor Rights Termination EventNewco's designees pursuant to this Section and until the Effective Time, at each Company Stockholders’ Meeting, or upon the taking approval of a written consent of stockholders for such purpose: (a) the holders majority of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series directors of the Company’s capital stock), Company then in office who are not designated by or otherwise affiliated with SDI shall be required to elect the Series B Preferred Directors, as provided in the Certificate of Designationauthorize, and (b) such authorization shall constitute the remaining two (2) directors authorization of the Board of Directors and no other action on the part of the Company, each including any action by any other director of whom shall be independent under applicable Nasdaq and SEC rulesthe Company, shall be elected required to authorize, any termination of this Agreement by the holders Company, any amendment of Voting Securitiesthis Agreement, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 any extension of the Certificate time for performance of Designation may be removed at any time, with obligation or without cause by, action hereunder by SDI or Newco and only by, the affirmative vote, given at a meeting or by written consent, any enforcement of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate waiver of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which compliance with any of the Series B Preferred Directors is a member. The Company shall provide agreements or conditions contained herein for the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members benefit of the Board concurrently as Company, unless any such materials are provided amendment or waiver will not have an adverse effect on (i) the rights of stockholders to receive the other membersMerger Consideration on the terms of this Agreement (including the timing of such payment) or (ii) the rights of holders of Restricted Stock or holders of stock options under SECTION 2.5 (including the timing of any payment to be made to such holders pursuant to this Agreement).

Board Representation. (ai) Until Promptly following the occurrence written request of an Investor Rights the Purchaser, if prior to a Termination Event, the Board shall adopt resolutions that (i) there shall be five increase the number of natural persons that constitute the whole Board by one (51) directors person and (ii) fill the vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser, who must in the reasonable judgment of the Company, except (A) qualify as otherwise agreed to by Phoenix an Independent Director, (B) have the requisite skill and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, experience to serve as a directordirector of a publicly traded company, (C) not be prohibited or disqualified from serving as provided a director of the Company pursuant to the Company's Bylaws (as in effect as of the date of determination) or any rule or regulation of the Commission, NASDAQ (or any other principal stock exchange or market upon which the Common Stock may trade), the Company's, Nominating and Corporate Governance Committee Charter (as in effect as of the date of determination) or by applicable law and (D) otherwise be reasonably acceptable to the Company (the "Designated Director"). Such Designated Director shall stand for nomination and appointment to the Company's Board of Directors in accordance with the provisions in the Certificate of Designation (collectivelyCompany's, Nominating and Corporate Governance Committee Charter. The Purchaser shall, and shall cause the Designated Director to, timely provide the Company with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by the Company under the Exchange Act. In addition, at the Company's request, the “Series B Preferred Directors”)Purchaser shall cause the Designated Director to complete and execute the Company's standard director and officer questionnaire and provide 7140498v.6 such other information as the Company may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by the Company. (bii) Until the occurrence of an Investor Rights Termination EventThe Designated Director will hold office until his or her term expires and such Designated Director's successor has been duly elected and qualified or until such Designated Director's earlier death, at each Company Stockholders’ Meeting, resignation or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)removal. (ciii) Any Series B Preferred Director elected pursuant In order to Section 2 of designate an individual for appointment to the Certificate of Designation may be removed at any time, with or without cause by, and only byBoard, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted Purchaser must submit to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs a written notice in accordance with the notice provisions set forth in Section 7.8 of this Agreement, which notice shall include (i) the name, age, business address and expenses in attending any meetings residence address of the Board or any committee thereofsuch designee, as provided in the Certificate (ii) a current resume and curriculum vitae of Designation. The Company shall notify the Series B Preferred Directors of all regular such designee and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is (iii) a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as statement describing such materials are provided to the other membersdesignee's qualifications.

Board Representation. (a) Until the occurrence earlier of an Investor Rights Termination Event, (i) there shall be five (5) directors the end of the CompanyDirector Nomination Right Period, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors until such time as Marubeni or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a directorINCJ, as provided in the Certificate applicable, ceases to beneficially own at least 2,500,000 shares of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Common Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom Marubeni and INCJ shall have the right to designate one (1) nominee for appointment or election to the Board, who shall be independent under reasonably acceptable to the Nominating and Corporate Governance Committee of the Board acting in good faith and applying reasonable and customary criteria applicable Nasdaq to all non-officer/non-employee Directors generally and SEC rules, who (1) shall be elected a Non-U.S. Person to the extent determined necessary by the holders of Voting Securities, voting together Board in order to preserve the Company’s status as a single class on Foreign Private Issuer; (2) shall be determined in the reasonable judgement of the Nominating and Corporate Governance Committee to qualify as an as-converted to Common Stock basis Independent Director; (3) shall not be an officer or employee of the Company, either at the time of or following their appointment as Director; and (4) shall not be an officer or an employee or a board member of any Person engaged in a Restricted Business within the Restricted Territory (each as defined in the Share Purchase Agreement) (the “Remaining DirectorsDirector Nomination Right”); provided however, that at any time prior to the expiration of the Director Nomination Right Period, each of Marubeni and INCJ shall have the right to notify the Company, in writing, that, effective not earlier than the date of such written notice, MOL may exercise the Director Nomination Right set forth in this Section 2.01(a) in the place of, and not in addition to, either Marubeni or INCJ. For the avoidance of doubt, (i) the Director Nomination Right of a Shareholder shall terminate immediately upon the beneficial ownership of such Shareholder being less than 2,500,000 shares of Common Stock of the Company, and any sitting director of the Company nominated pursuant to such Shareholder’s Director Nomination Right shall resign from the Board upon the termination of the Director Nomination Right pursuant to which he or she was nominated; and (ii) paragraph (i) would apply also to MOL in the event that MOL would have the right to exercise the Director Nomination Right. In the event that the Nominating and Corporate Governance Committee determines in its good faith reasonable judgment that a nominee designated pursuant to the Director Nomination Right is not reasonably acceptable in accordance with the requirements of this Section 2.01(a), then the Nominating and Corporate Governance Committee shall provide the Shareholder that designated such nominee a written explanation of the basis for such decision. For the avoidance of doubt, if the Nominating and Corporate Governance Committee determines in its good faith reasonable judgment that a nominee designated pursuant to the Director Nomination Right is not reasonably acceptable in accordance with the requirements of this Section 2.01(a), then the Shareholder that designated such nominee shall be entitled to designate another nominee to serve on the Board. (b) The initial director nominations shall be made not later than the Completion Date, and, with respect to such initial nominations meeting the requirements set forth in this Section 2.01, the Company and the Board shall cause such nominee(s) to be promptly appointed to the Board to serve until the completion of such director’s term or earlier resignation (including resignation in accordance with the provisions of this Section 2.01(b) or removal, provided however, that if an initial director nomination is not made by the Completion Date, such Shareholder having the Director Nomination Right shall have the right to exercise its Director Nomination Right at the next succeeding Nomination Deadline in accordance with this Section 2.01(b). Following the initial director nomination, the Company shall not give or send to its shareholders any notice of any meeting of shareholders at which a Shareholder is eligible to exercise its Director Nomination Right prior to the Nomination Deadline with respect to such meeting and shall include in such notice any nominee designated for appointment, election or re-election to the Board of which a Shareholder exercising the Director Nomination Right notifies the Company in writing not later than the Nomination Deadline, together with all information concerning such nominee reasonably requested by the Company, and upon the designation of a nominee for appointment made by each Nomination Deadline during the Director Nomination Right Period meeting the requirements set forth in this Section 2.01, the Company and the Board shall cause such nominee to be nominated by or at the direction of the Board (or any duly authorized committee thereof) and to be recommended for election at the annual meeting of shareholders for such fiscal year (or such other meeting of the shareholders of the Company convened for the election of directors) and, to the extent necessary, the Company shall solicit the votes of other shareholders of Common Stock in favor of the election of the Shareholder nominees to ensure their election to the Board. If for any individual fiscal year during the Director Nomination Right Period the Director Nomination Right is not exercised by a Shareholder, such Shareholder shall not forfeit their Director Nomination Right and may exercise such right during any successive fiscal year during the Director Nomination Right Period. The Board shall, in its sole discretion (acting reasonably) and in accordance with the Articles of Incorporation and Bylaws, determine the classification assignment of any Director so appointed or elected. For the avoidance of doubt, the second, third, fourth and fifth paragraphs of Article III, Section 3 of the Bylaws do not apply to the Director Nomination Right, and the Director Nomination Right shall be deemed a nomination by the Board pursuant to clause (a) of the first paragraph of Article III, Section 3 of the Bylaws. (c) Any Series B Preferred During the Director elected Nomination Right Period, upon the death, resignation, retirement, disqualification or removal from office (for any reason) of any Shareholder Director, the Shareholder nominating such Shareholder Director shall have the right to designate any replacement for such Shareholder Director, subject to, and in accordance with, the Director Nomination Right provided in Section 2.01(a). For the avoidance of doubt, any Director Nomination Right exercised pursuant to this Section 2 2.01(c) shall not be subject to the notice timing provisions of the Certificate of Designation may be removed at any time, with or without cause bypreceding section, and only bypromptly following receipt of written notice of any designated replacement for such Shareholder Director, the affirmative vote, given at a meeting or by written consent, Board shall appoint such designee to serve on the Board in the class of the holder(s) who designated or nominated Directors previously including such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisformer Shareholder Director. (d) The Series B Preferred Directors In the event that the Board (or a committee thereof) relies on Section 2.01(a) or Section 2.04 to exclude a nominee selected by a Shareholder pursuant to the Director Nomination Right from management’s slate of nominees (or otherwise takes adverse action with respect to any such Shareholder nominee, including failing to recommend the election of such Shareholder nominee), the Board (or such committee thereof) shall afford the applicable Shareholder a reasonable opportunity to select a replacement nominee for inclusion on management’s slate of nominees. (e) During the Director Nomination Right Period, the Company agrees that a Shareholder Director shall be entitled to reimbursement from the Company for same rights, privileges and compensation applicable to all costs non-executive Directors generally or to which all such non-executive Directors are entitled, including any rights with respect to indemnification arrangements, directors and expenses in attending any meetings officers insurance coverage and other similar protections and expense reimbursement. (f) Until the expiration of the Director Nomination Right Period, each Shareholder shall not, and shall cause its Affiliates not to, nominate any person for appointment or election to the Board except in accordance with the provisions set forth herein. (g) The Board (or any committee thereof) shall have the right to nominate for election the remaining Directors that a Shareholder is not entitled to designate or nominate pursuant to Section 2.01(a). (h) The Company, in accordance with Article I of the Articles of Incorporation, shall as provided in of the Certificate Completion Date, establish the number of Designation. The directors constituting the entire Board at ten (10), and neither the Company nor the Board shall notify take any action to increase the Series B Preferred Directors of all regular and special meetings size of the Board and any committee to greater than ten (10) Directors during the Director Nomination Right Period without the affirmative vote of each Director nominated by a Shareholder pursuant to Section 2.01(a) of this Agreement, provided that nothing contained herein shall prevent from the Company from decreasing the size of the Board to below ten (10) Directors; provided that such decrease does not affect the tenure, term or other rights to serve as a member of the Board of which any of the Series B Preferred Directors is person nominated by a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided Shareholder to all other members of serve on the Board concurrently as such materials are provided to the other membersin accordance with Agreement.

Board Representation. (a) Until The Company acknowledges and agrees that immediately after the occurrence of an Closing Date, the Investor Rights Termination Event, (ior any Permitted Assignee) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two to the Board five (25) individual directors or director nominees Directors (each, an “Investor Director”) pursuant to serve as directors the Terms of Issue by virtue of holding the issued and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq outstanding Class B Shares and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Ordinary Shares. (b) Until In addition to and without prejudice to the occurrence foregoing, but subject to Applicable Law and the NASDAQ Stock Market Rules, in the event that any Independent Director(s) is to be appointed to the Board, the Investor (or any Permitted Assignee) shall be entitled to recommend a candidate or a pool of an Investor Rights Termination Eventcandidates (the “Recommended Candidate(s)”) to the Board for the purpose of such appointment, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: it being agreed that (ax) the holders Board (or a subset of the Series B Preferred Stock Board, if applicable) shall have not take steps to nominate or appoint any person other than the right, voting separately as a class (Recommended Candidate(s) to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationbe an Independent Director, and (by) the remaining two (2Independent Director appointed from the Recommended Candidate(s) directors pursuant to this sentence shall serve on each committee of the Company, each Board; provided that (A) the appointment of whom an Independent Director from the Recommended Candidate(s) shall be independent under applicable Nasdaq and SEC rulessubject to the consent of Management Directors, (B) the appointment of any Independent Director other than pursuant to this sentence shall be elected by subject to the holders consent of Voting Securitiesthe Investor Directors, voting together and (C) this sentence (other than item (B) above) shall not be in effect for (and only for) so long as a single class one (1) Independent Director appointed from the Recommended Candidate(s) pursuant to this sentence serves on an as-converted to Common Stock basis (the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant In addition to Section 2 and without prejudice to any of the Certificate foregoing, but subject to Applicable Law and the NASDAQ Stock Market Rules, a majority of Designation may be removed at any time, with or without cause by, Independent Directors must come from a pool of candidates approved of by the Management Directors and only by, the affirmative vote, given at a meeting or by written consent, majority of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisInvestor Directors. (d) The Series B Preferred Directors Subject to Applicable Law and the NASDAQ Stock Market Rules, promptly after the Closing Date, the Company shall cause the chairman of the Board to execute an irrevocable power of attorney (in form and substance reasonably acceptable to the Investor) in favor of an Investor Director (as designated by the Investor) so that that Investor Director acting alone would be entitled to reimbursement from exercise the Company for all costs and expenses in attending any meetings casting vote to which the chairman would otherwise have been entitled pursuant to Article 114 of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersConstitution.

Board Representation. Subject to applicable law in each instance: -------------------- (a) Until Upon the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors closing of the CompanyPublic Financing, except as otherwise agreed BBS shall immediately expand the size of the Board of Directors to nine directors and appoint to the Board of Directors (subject to the majority vote of the remaining directors, which BBS shall solicit and use its best efforts to obtain, in accordance with BBS' by-laws), to fill the vacancy, one individual designated by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees Enterprises to serve as directors and on the Required Holders shall be entitled to nominate one (1) individual Board of Directors. The director or director nomineedesignated by Enterprises shall, who shall be independent under applicable Nasdaq and SEC rulesupon his/her appointment, continue to serve as a director, as provided in director until the Certificate next election of Designation (collectively, the “Series B Preferred Directors”)directors. (b) Until the occurrence As long as Enterprises continues to own a number of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking shares of a written consent of stockholders Common Stock (adjusted for such purpose: stock splits and similar occurrences) that is greater than fifty percent (a50%) the holders of the Series B Preferred aggregate of the number of Upfront Shares plus the number of shares of Common Stock purchased by Enterprises (from time-to-time) upon exercises of the Warrants, Enterprises shall have the right, voting separately as a class (be entitled to designate one individual to be nominated to the exclusion Board of all other classes or series of Directors by BBS. Any individual so designated by Enterprises pursuant to this Section 2.7(b) is referred to herein as the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)"Designee." (c) Any Series B Preferred Director elected pursuant to During the period provided in Section 2 2.7(b) above, BBS shall nominate the Designee for election as a director as part of the Certificate management slate that is included in the proxy statement (or consent solicitation or similar document) of Designation may be removed at any time, with or without cause byBBS relating to the election of directors, and only by, shall provide the affirmative vote, given at a meeting or by written consent, same support for the election of the holder(s) who designated or nominated each such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, Designee as it provides to other persons standing for election as directors of the holders BBS as part of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisBBS' management slate. (d) The Series B Preferred Directors In the event that any Designee shall cease to serve as a director for any reason (other than the failure of the stockholders of BBS to elect such person as director), the vacancy resulting therefrom shall be entitled filled by (subject to reimbursement from the Company majority vote of the remaining directors, which BBS shall solicit and use its best efforts to obtain, in accordance with BBS' by-laws) an individual designated by Enterprises in accordance with Section 2.7(b) above. (e) BBS will reimburse each Designee that serves as a director for all reasonable costs and expenses (including travel expenses) incurred in attending any connection with such director's attendance at meetings of the Board of Directors or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of Directors upon which any such director serves, in accordance with BBS' policies regarding reimbursement of director expenses. BBS shall indemnify and advance expenses to each such director to the Series B Preferred Directors is a member. The Company same extent it indemnifies and advances expenses to its other directors pursuant to its organizational documents and applicable law. (f) In each instance, the individual designated by Enterprises as its Designee (and the individual initially designated by Enterprises under Section 2.7(a) above) shall provide be an executive officer of Enterprises. (g) Following the Series B Preferred Directors with copies of Public Financing and through the period described in Section 2.7(b), Enterprises shall have the right to have its designee participate in all notices, minutes, consents and other materials provided to all other members meetings of the Board concurrently as such materials are provided of Directors of BBS in an advisory capacity ("Advisory Designee"). The provisions of Section 2.7(f) shall apply with respect to the other membersselection of such Advisory Designee and the provisions of Section 2.7(e) above with regard to reimbursement of expenses shall also apply to such Advisory Designee. Notwithstanding the foregoing, however (i) Enterprises rights under this Section 2.7(g) shall not apply at any time during which an individual designated by Enterprises (under Section 2.7(a) above or as a Designee, as applicable) is a duly appointed/elected member of the Board of Directors of BBS and (ii) it is understood by the Parties that the provisions of this Section 2.7(g) are intended to provide a "back-up" mechanism to ensure that Enterprise will have the ability to have a designee participate in meetings of the Board of Directors of BBS in the event that, despite the best efforts of BBS, the Parties are unsuccessful in having a designee of the Enterprises appointed to Board of Directors of BBS.

Board Representation. (a) Until For as long as HNA, together with its Affiliates, beneficially owns a number of Company Securities that equals to 70% or more of the occurrence aggregate number of Company Securities it purchased under the Subscription Agreement, HNA shall be entitled to designate one (1) director to the Board of the Company (such director, or such other individual who may be designated by HNA from time to time, the “HNA Director”), and the Company shall arrange for the appointment or election of such HNA Director to the Board as soon as practicable after the Closing but in no event later than December 31, 2015, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such HNA Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix recommending to the Shareholders the election of such HNA Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the HNA Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the HNA Director; provided, however, that the HNA Director candidate shall be entitled subject to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders approval of the Board, which approval shall not be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)unreasonably withheld. (b) Until Subject to the occurrence of an Investor Rights Termination Eventshareholding threshold referred to in Section 2.01(a) above, at each Company Stockholders’ Meeting, or upon in the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the HNA Director (or any other vacancy created by removal thereof by or at the direction of HNA), HNA shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class and the Company shall promptly arrange for the appointment or election of such individual to its Board (who shall, following such appointment or election, be the HNA Director for purposes of this Agreement); provided, however, that the HNA Director candidate thus designated shall be subject to the exclusion of all other classes or series approval of the Company’s capital stock)Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom which approval shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)unreasonably withheld. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the HNA Director is up for re-appointment or re-election to the Board, as provided in the Certificate Company shall re-appoint the HNA Director to serve on the Board and shall use best efforts to ensure that the HNA Director is re-elected by the Shareholders to serve on the Board pursuant to the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board HNA Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until The Company shall, within 30 days after the occurrence date hereof, promptly cause one vacancy to be created on its Board of an Investor Rights Termination Event, Directors (iby increasing the number of members of the Board of Directors or otherwise) there and at such time shall cause one person designated by the Purchaser and that is reasonably acceptable to the Company to be selected to fill such vacancy; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be five (5) directors deemed to be acceptable to the Company. Such designee shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), such designee shall tender his or her resignation to the Company's Board of Directors at the next succeeding annual meeting of stockholders, except as otherwise agreed to by Phoenix and the Required Holders whether or as provided in the Certificate not such designee's term of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)office expires at such meeting. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent Commencing with such next succeeding annual meeting of stockholders for such purpose: of the Company referred to in subsection (a) the holders above and at each annual meeting of stockholders of the Series B Company thereafter, so long as the Purchaser holds 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted)the Purchaser shall be entitled to designate one director who shall be acceptable to the Company to the Company's Board of Directors; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. The Company shall cause such designee of the Purchaser to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, at any time that the Purchaser does not continue to own at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), such designee shall have the right, voting separately as a class (tender his or her resignation to the exclusion Company's Board of all other classes Directors at the next succeeding annual meeting of stockholders, whether or series not such designee's term of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)office expires at such meeting. (c) Any Series B Preferred Director elected pursuant to Section 2 In the event such designee of the Certificate Purchaser shall cease to serve as a director for any reason, other than by reason of Designation may be removed at any time, with the Purchaser not being entitled to designate a designee as provided in Section 1(a) or without cause by, and only by1(b), the affirmative vote, given at Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a meeting or by written consent, designee of the holder(s) who designated or nominated such director. The Remaining Directors may Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be removed at any time, with or without cause by deemed to be acceptable to the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors In addition to the rights granted pursuant to Section 1(a), (b) and (c) above, the Purchaser shall be entitled have the right to reimbursement from have a representative reasonably acceptable to the Company for attend all costs and expenses in attending any meetings portions of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of Directors of the Company not reserved for members of the Board of which any Directors of the Series B Preferred Directors Company only except to the extent counsel to the Company advises that such attendance or receipt of information thereat could jeopardize matters of attorney-client privilege or otherwise not be in the Company's best interests as a whole. Such representative shall agree in writing at the time of his or her designation that he or she shall be bound by the same fiduciary duties (including those relating to confidentiality) as apply to members of the Board. Such right is a memberfurther conditioned upon the receipt of an agreement in writing pursuant to which such representative agrees to keep confidential all discussions held, and materials distributed, at the meeting of the Company's Board of Directors. The Company visitation rights set forth above shall provide include the Series B Preferred Directors with copies of all notices, minutes, consents right to receive the same notice and other materials provided to Board and committee members. For the avoidance of doubt, it is understood and agreed that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed acceptable to the Company for purposes of this Section 1(d). (e) From and after the date hereof and so long as the Purchaser continues to hold at least 20% of the shares of Class A Common Stock issued or issuable upon conversion of the Preferred Stock (whether or not the Preferred Stock has been converted), at each annual or special stockholders meeting called for the election of directors, and whenever the stockholders of the Company act by written consent with respect to the election of directors, MBF agrees to vote or otherwise give such stockholder's consent in respect of all shares of the capital stock of the Company (whether now or hereafter acquired) owned (whether jointly or severally) or, to the extent permitted by law, controlled (including shares held by the Estate of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (until distributed in accordance with Section 2(f)), but excluding shares held by the Overlook Estate Foundation, Inc. or the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Family Trust) by such stockholder, and take all other members appropriate action, in order to cause: (i) the election to the Board of Directors of the designee of the Purchaser pursuant to this Section 1; (ii) the removal from the Board of Directors (with or with- out cause) of any director elected in accordance with clause (i) above upon the written request of the Purchaser; and (iii) upon any vacancy in the Board as a result of any individual designated as provided in clause (i) above ceasing to be a member of the Board concurrently as such materials are provided of Directors, whether by resignation or otherwise, the election to the other membersBoard of Directors as promptly as possible of an individual designated by the Purchaser that is reasonably acceptable to the Company; provided that each of T. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ shall be deemed to be acceptable to the Company. (f) No party hereto shall grant any proxy or enter into or agree to be bound by any voting trust with respect to shares of capital stock held by it, nor shall any party hereto enter into any stockholder agreement or arrangement of any kind with respect to shares of capital stock held by it, which conflicts or is inconsistent in any manner with the provisions of this Agreement.

Board Representation. (a) Until During the occurrence period commencing on the date of an Investor Rights the Closing and ending on the Termination Event, Date: (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two individuals for election to the Company Board, and each party hereto that holds Voting Securities agrees to vote such Voting Securities in favor of the election of such individuals (2the "Investor Directors") individual directors or director nominees to serve as directors the Company Board; (ii) the Company agrees, by action of the Company Board, (i) to establish, by appointment from among the members of the Company Board, and maintain a Compensation Committee and (ii) to the greatest extent permitted by applicable law and the Required Holders shall rules and regulations of NASDAQ or any national securities exchange on which the Company's Common Stock is listed, to appoint to the Compensation Committee one of the Investor Directors, as designated by the Investor; (iii) if requested by the Investor, the Company agrees to elect or to cause to be entitled elected, through action of the Company Board, to nominate one the board of directors of or management committee, as the case may be, each Subsidiary of the Company (1the "Subsidiary Boards" and, together with the Company Board, the "Applicable Boards") individual director or director nomineea number of individuals designated by the Investor, who shall need not be independent under applicable Nasdaq and SEC rulesdirectors, officers or employees of the Company or any of its Subsidiaries, that is, in the case of each Subsidiary Board, as nearly as is practicable, Proportional to serve as the number of members of each such Subsidiary Board (together with the Investor's designated member of the Compensation Committee, the "Investor Designees"); (iv) the Company agrees to permit one of the Investor Directors or another individual designated by the Investor, who need not be a director, officer or employee of the Company or any of its Subsidiaries, to attend as provided a non-voting observer all meetings of the Executive Committee and the Audit Committee and Subsidiary Boards for which there shall be no Investor Designee and to transmit to such individual, at the time and in the Certificate manner sent to other members of Designation such committees and board, all information and materials provided by the Company to such committee and board members; (collectivelyv) the Company agrees to provide advance notice in accordance with the Delaware General Corporation Law and the Company's bylaws to each Investor Director with respect to each regular and special meeting of the Company Board and the Compensation Committee which notice shall, in the “Series B Preferred Directors”case of each special meeting, include a reasonable summary of the subject matter of the meeting; and (vi) the Company agrees to cause each person serving from time to time as an executive officer, director or manager of the Company or any Subsidiary of the Company (other than the Investor Directors and the Investor Designees) to execute and deliver to the Investor a Voting Letter substantially in the form of EXHIBIT A hereto (each a "Voting Letter"). (b) Until the occurrence of an Investor Rights Termination EventEach party hereto agrees to take such actions, at each Company Stockholders’ Meeting, including actions as necessary or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (desirable to nominate and elect individuals to the exclusion of all other classes or series of the Company’s capital stock)intended offices and, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors case of the Company, each of whom actions by the Company Board, as shall be independent under applicable Nasdaq necessary or desirable in order that, effective as of the Closing: (i) the Company Board shall include the Investor Directors; (ii) the Compensation Committee shall include the Investor Director required by SECTION 10(A); (iii) each other Applicable Board shall include the Investor Designees to the extent required by subsection (ii) of SECTION 10(A); and (iv) each current executive officer and SEC rulesdirector of the Company and each current executive officer, director or manager of any of its Subsidiaries shall be elected by have executed and delivered to the holders of Investor, a Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Letter. (c) Any Series B Preferred No Investor Director elected pursuant or Investor Designee shall be subject to Section 2 removal, without cause, from any Applicable Board or the Compensation Committee other than with the express written consent of the Certificate Investor. If the Investor shall determine to remove any Investor Director or Investor Designee from any Applicable Board or the Compensation Committee, each party hereto agrees, upon written notice to such effect from the Investor, to take all actions reasonably necessary or desirable, including the voting of Designation may be removed at any timeoutstanding Voting Securities held by such party, with in order to effect such action. Following such removal of an Investor Director or without cause by, and only byInvestor Designee, the affirmative voteparties shall comply with the other provisions of this Section to ensure that the removed individual is replaced by another Investor Director or Investor Designee, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisappropriate. (d) The Series B Preferred Directors shall be entitled If a vacancy is created on any Applicable Board or the Compensation Committee by virtue of the death, disability, retirement, resignation or removal of any Investor Director or Investor Designee from any Applicable Board or the Compensation Committee, each party hereto shall, to reimbursement from the extent permitted by applicable laws and regulations, take promptly any and all actions, including the voting of outstanding Voting Securities held by such party and, in the case of the Company, actions by the Company for Board, necessary or desirable to fill such vacancy with an individual designated in writing by the Investor so as to give effect to the provisions of SECTION 10(A). (e) Immediately following the Termination Date, the Investor shall cause the Investor Directors or Investor Designees to resign from all costs and expenses in attending any meetings of the Board or any committee thereofApplicable Boards, effective as provided in of the Certificate of DesignationTermination Date. The Company shall notify Investor agrees to take all actions reasonably necessary or desirable, including the Series B Preferred Directors voting of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticesoutstanding Voting Securities held by it, minutes, consents and other materials provided in order to all other members of the Board concurrently as effect such materials are provided to the other membersaction.

Board Representation. (a) Until the occurrence of an Investor Rights Termination EventSo long as any Holder continues to hold, (i) there shall be five (5) directors together with its Affiliates, at least 50% of the Company, except as otherwise agreed Warrants initially issued to by Phoenix such Holder and its Affiliates on the Required Holders or as provided in the Certificate Closing Date (including Warrant Shares issued upon exercise of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectivelysuch Warrants), the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock Holder shall have the right, voting separately right to designate a representative of such Holder and its Affiliates as a class non-voting observer (each such non-voting observer is referred to herein as a “Non-Voting Observer”) to the exclusion of all other classes Board. The Company shall not establish or series employ committees of the Company’s capital stock), to elect Board for the Series B Preferred Directors, as provided in purpose of circumventing or having the Certificate effect of Designation, and (b) circumventing the remaining two (2) directors rights of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by Holders to have Non-Voting Observers on the holders of Board. Each Non-Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Observer shall be entitled to reimbursement from the Company for his or her reasonable and documented travel or other out-of-pocket expenses related to the performance of their respective duties. (b) So long as a Holder shall be entitled to exercise its right pursuant to this Section 6.05, the Company shall hold Board meetings no less frequently than three times per year. Within a reasonable time after each such Board meeting, either telephonically or in person, the Company shall cause minutes of such meeting to be delivered to the Non-Voting Observer. (c) Each Non-Voting Observer shall be entitled to be present at all costs and expenses in attending any Board meetings of the Board or Company and shall be notified of any committee thereofsuch meeting by reasonable prior notice, as provided including such meeting’s time and place, in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings same manner as directors of the Board Company and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticesreceive, minutes(i) monthly unaudited financial statements, consents monthly management reports including operational performance metrics (if available) and other materials provided financial and performance information, in each case, if and to all other members of the Board concurrently as extent such materials are provided to directors of the other membersCompany and (ii) copies of all written materials distributed to any directors of the Company, in each case, at the same time as directors of the Company and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, the Board; provided, however, that such Non-Voting Observer shall not have voting rights with respect to actions taken or elected not to be taken by the Board and shall be subject to all rules governing the Board, it being understood that the Board shall not be under any obligation to take any action with respect to any proposals made or advice furnished by a Non-Voting Observer, and nothing herein shall prevent the Board from acting by written instrument to the extent permitted by Applicable Law. Each Non-Voting Observer shall have a duty of confidentiality to the Company, including a duty not to disclose and/or use Confidential Information, comparable (but no more onerous) to such duties of any director of the Company. (d) If an issue is to be discussed or otherwise arises at a Board meeting which, in the reasonable judgment of a majority of the Board, based upon advice of counsel, cannot be discussed in the presence of a Non-Voting Observer in order to avoid a conflict of interest on the part of such Non-Voting Observer or to preserve an attorney-client privilege, then such issue may be discussed without such Non-Voting Observer being present and may be deleted from any materials being distributed to such Non-Voting Observer in connection with any Board meeting at which such issues are to be discussed, so long as such Non-Voting Observer is given notice of the occurrence of such meeting and the deletion of such materials. (e) In the event any Holder is an “affiliate” of the Company (within the meaning of the Exchange Act), upon such Holder’s request, the Company will, within fifteen (15) Business Days of such request, file a Shelf Registration Statement covering the resale of all securities of the Company owned by such Holder. The Company will use its commercially reasonable efforts to cause such Registration Statement to be declared effective on or before sixty (60) days after such notice and to remain effective until all such securities are sold; provided, that the Company shall have an additional thirty (30) days to cause such Registration Statement to be declared effective if the Company has received comments from the SEC and the Company is using commercially reasonable efforts to cause such Registration Statement to be declared effective.

Board Representation. (a) Until For as long as JD holds no less than twelve and half percent (12.5 %) of the occurrence then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (2iii) including such nomination and recommendation regarding such individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate Company’s notice for any meeting of Designation Shareholders to elect directors, and (collectivelyiv) if necessary, expanding the “Series B Preferred Directors”)size of the Board in order to appoint the JD Director. (b) Until In the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly cause the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the JD Director for purposes of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”this Agreement). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, as provided in the Certificate Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until Upon the occurrence of an Investor Rights Termination EventClosing, (i) there the Company shall increase the size of the Board by three directors and (ii) the Board shall fill this vacancy with three directors designated by the Investor who shall (w) be five reasonably acceptable to the Company, (5x) directors be approved by the Nominating and Governance Committee of the Board, (y) meet all qualifications required by written policy of the Company including, without limitation, the Board, the Nominating and Governance Committee of the Board and the ethics and compliance program of the Company, except as otherwise agreed in effect from time to by Phoenix time that apply to all nominees for the Board and (z) meet the Required Holders or as provided independence standards set forth in the Certificate of Designation; and NASDAQ listing rules (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred DirectorsInvestor Designees” and each, an “Investor Designee”). (b) Until the occurrence of an Investor Rights Termination Event, at the Investor shall have the right to designate such number of Investor Designees to serve as a director on the Board (each an “Investor Board Representative”) equal to (i) three, for as long as the Investor’s Economic Interest Percentage equals or exceeds 12.5%, (ii) two, for as long as the Investor’s Economic Interest Percentage equals or exceeds 10%, and (iii) one, for as long as the Investor’s Economic Interest Percentage equals or exceeds 7.5%. The Company, acting through the Nominating and Governance Committee of the Board, and, as necessary, the Board, shall cause, subject to the fiduciary duties of the members of the Board and the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, such Investor Board Representative to be nominated for election or appointment to the Board. At any Company Stockholders’ Meeting, the Board shall, subject to the directors’ fiduciary duties, any applicable regulation or upon listing requirement of NASDAQ or other securities exchange on which the taking of a written consent of Common Stock is listed for trading, recommend that the stockholders elect to the Board each Investor Board Representative nominated for election at such purpose: (a) meeting. In the holders event of the Series B Preferred Stock death, disability, resignation or removal of an Investor Board Representative, the Company shall have the rightcause, voting separately as a class (subject to the exclusion of all other classes or series fiduciary duties of the Company’s capital stock)members of the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, the prompt election to elect the Series B Preferred Directors, as provided in Board a replacement director designated by the Certificate of DesignationInvestor to fill the resulting vacancy, and (b) the remaining two (2) directors of the Company, each of whom such individual shall then be independent deemed an Investor Board Representative for all purposes under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)this Agreement. (c) Any Series B Preferred Director elected pursuant Each Investor Board Representative shall be entitled to Section 2 the same compensation and same indemnification in connection with his or her role as a director as the other members of the Certificate of Designation may be removed at any time, with or without cause byBoard, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and documented, reasonable out-of-pocket expenses incurred in attending any meetings of the Board or any committee committees thereof, to the same extent as provided in the Certificate other members of Designationthe Board. The Company shall notify the Series B Preferred Directors each Investor Board Representative of all regular and special meetings of the Board and shall notify each Investor Board Representative of all regular and special meetings of any committee of the Board of which any of the Series B Preferred Directors an Investor Board Representative is a membermember pursuant to the notice requirements under the Company’s bylaws then in effect. The Company shall provide the Series B Preferred Directors each Investor Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) The Investor acknowledges that the Company has corporate governance guidelines in effect which would apply to all of the Company’s directors including the Investor Board Representatives. (e) Until the occurrence of an Investor Rights Termination Event, the Company shall provide notification in writing of the anticipated filing date of definitive proxy materials (or if applicable, preliminary proxy materials) with the SEC for an annual general meeting or any special meeting at which directors are elected, of the applicable year, and the Investor shall be required to identify in writing its proposed Investor Designees at least 30 calendar days prior to such date of anticipated filing of the definitive proxy materials (or if applicable, preliminary proxy materials) with the SEC, as well as submit completed director and officer questionnaires provided by the Company within a reasonable period of time of receipt of such questionnaires from the Company, and the Nominating and Governance Committee of the Board of the Company shall, subject to the fiduciary duties of the members of the Nominating and Governance Committee, any applicable regulation or listing requirement of NASDAQ or other securities exchange on which the Common Stock is listed for trading, at any Company Stockholders’ Meeting at which directors are to be elected, and in every action or approval by written consent of stockholders of the Company in lieu of such a meeting, nominate the Investor Designees for election to the Board. The Company’s proxy statement for the election of directors shall include the recommendation of the Board in favor of election of the Investor Designees, and the Company shall solicit proxies for the Investor Designees to the same extent as it does for any of its other nominees to the Board and use all reasonable efforts to cause the Investor Designees to be elected as directors of the Board; provided, that such efforts will not require the Company to postpone any Company Stockholders’ Meeting. (f) Until the occurrence of an Investor Rights Termination Event, the Board shall appoint one of the Investor Board Representatives to sit on each committee of the Board, and the total number of members of each committee of the Board shall not exceed four (4) without prior written consent of the Investor. In the event that the Investor agrees to increase the size of any committee of the Board to more than four (4) members, the number of Investor Board Representatives on each such committee of the Board shall equal to the product of (i) the total number of directors sitting on such committee and (ii) the Investor’s Economic Interest Percentage, rounded up to the whole number, subject to the Investor Board Representative satisfying applicable qualifications under applicable law, regulation or stock exchange rules and regulations; provided, that in the event that the Board forms a special committee of disinterested directors to evaluate a transaction with the Investor or any of its Affiliates, no Investor Board Representatives shall be appointed to such special committee. (g) Until the occurrence of an Investor Rights Termination Event, the Company shall not increase the size of the Board to more than 14 directors without the consent of the Investor; provided, that, such consent shall not be required if, following the increase in the size of the Board, the number of Investor Designees that the Investor shall be entitled to nominate pursuant to this Agreement shall be equal to at least the product of (x) the total number of directors constituting the expanded Board and (y) the Investor’s Economic Interest Percentage, rounded up to the whole number.