Common use of Board Representation Clause in Contracts

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) 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 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) For as long as JD holds no less than twelve From and half percent after the Closing Date until a Board Right Termination Event occurs (12.5%) of the then issued and outstanding share capital of “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director 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 “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 other individual who may designation, be designated by JD 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, the “JD Director”), and the Company shall promptly cause the in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election of such JD Director 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, convening a 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) at the next scheduled meeting of the Board pursuant Board, which shall be validly noticed, the appointment of the Shareholder Designee to the Memorandum Board; and Articles and appointing such JD Director (ii) 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 the Board, and in the case of an election, including by (iA) nominating such individual Shareholder Designee for election to be elected serve as a director Director as provided hereinin this Agreement, (iiB) recommending subject to compliance by the Shareholders Shareholder with Section 3.1(f), including such nomination and other required information regarding such Shareholder Designee in the election of Company’s proxy materials for such JD Director to the Board in any meeting of Shareholders to elect directors, including shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of the JD such Shareholder Designee as a Director, (iii) including such nomination and recommendation regarding such individual in the Companycase 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 which the Shareholder Designee belongs are to be elected or re-elected, as the case may be, or until such Shareholder Designee’s notice 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 (for any meeting of Shareholders to elect directors, and (ivreason) if necessary, expanding the size of the Board in order to appoint the JD as a Director. (bd) In Notwithstanding the event foregoing, the Company shall not be obligated to procure the appointment of any individual to the deathBoard 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, disabilityas the case may be, retirement or resignation of as a Director as provided in Section 3.1(c)(ii) (and provided that the JD Director (or any other vacancy created by removal Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), JD 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 exclusive right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a replacement Shareholder Designee to fill such vacancy 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 serve on (ii) the Boardprovisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall promptly cause the appointment or election of comply with its obligations contained therein in respect of, any such individual 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 (who shalli) 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 such appointment or election, be receipt by the JD Director for purposes Company of the notification and information contemplated in clauses (i) and (ii) of this AgreementSection 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). (cg) At any meeting of During the Board or Right Period, the Company agrees that any annual general or other meeting of the Shareholders that may Shareholder Designee serving as a Director shall be held from time to time at which the JD Director is up for re-appointment entitled to the Boardsame rights, privileges and compensation applicable to all other 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 Board removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to re-appoint resign or, if reasonably sufficient, recuse himself or herself any time the JD Director to serve presence of such individual as a Shareholder Designee on the Board and shall use best efforts to ensure that shall, in the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms reasonable judgment of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any actionBoard, in favor of reasonably be likely to violate applicable law or otherwise compromise the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such directorBoard’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any exercise of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationfiduciary duties.

Board Representation. (ai) For as long as JD holds no less than twelve On the date on which the aggregate consideration paid by Purchaser and half percent its Affiliates to Triangle for shares of Common Stock from Triangle exceeds $150 million, the Board shall adopt resolutions that (12.5%i) increase the number of natural persons that constitute the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate whole Board by 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”), person 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to fill the Shareholders the election vacancy created by virtue of such JD Director to the Board increase 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 with an individual designated by the Purchaser, in order each case pursuant to appoint the JD Triangle Organizational Documents, who must in the reasonable judgment of Triangle, (A) qualify as an Independent Director. , (bB) In have the event 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 death, disability, retirement date hereof) or resignation any rule or regulation of the JD Director Commission, NYSE MKT (or any other vacancy created principal stock exchange or market upon which the Common Stock may trade) or by removal thereofapplicable law and (D) otherwise be reasonably acceptable to Triangle (the “Designated Director”), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board. The Purchaser shall, and the Company shall promptly cause the appointment or election of 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 individual other information as Triangle may reasonably request prior to being admitted to the Board (who shall, following or standing for reelection at an annual meeting of Stockholders or at such appointment or election, other time as may be the JD Director for purposes of this Agreement)requested by Triangle. (cii) At any meeting of the Board The Designated Director will hold office until his or any annual general her term expires and such Designated Director’s successor has been duly elected and qualified or other meeting of the Shareholders that may be held from time until such Designated Director’s earlier death, resignation or removal. (iii) In order to time at which the JD Director is up designate an individual for re-appointment to the Board, the Company 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 re-appoint recommend that the JD 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 serve on 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 filled by the Board with an individual designated by the Purchaser who, subject to 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) Business Days of such written notice; and (E) any vacancy caused by the death, disability or resignation of the Designated Director shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 9(a)(i) of this Agreement, shall become the Designated Director. (v) Any action by the Purchaser to designate or replace the Designated Director shall be evidenced in writing furnished to Triangle and shall use be signed by or on behalf of 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 the Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such an agreement is in the best efforts interest of Triangle and the Purchaser, and that Triangle shall be a third party beneficiary of the terms and conditions of such an agreement, and Triangle shall have the right to ensure that the JD Director is re-appointed by the Shareholders enforce such an agreement to the Board pursuant to same extent as the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it parties thereto. (vii) Triangle shall not take any actionaction that would lessen, in favor restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the removal Purchaser to Board representation, including by nominating more directors for election to the Board than the number of directors constituting the JD Director unless full Board; provided, however, that Triangle shall not be prohibited from taking such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s action that the Board determines (i) willful misconduct that is materially injurious, monetarily may be necessary to (A) comply with any rule or otherwise, to regulation of the Company Commission or NYSE MKT (or any of its Subsidiaries, other principal stock exchange or market upon which the Common Stock may trade) or (B) comply with applicable law or (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse is required to comply with the provisions of illegal drugs or other controlled substances or habitual intoxicationthe Triangle Organizational Documents.

Board Representation. (a) For as From the Closing Date and so long as JD holds no less than twelve Seller continues to be the beneficial owner of at least ten (10) percent of the issued and half percent outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (12.5%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 any such event, Seller shall 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 purpose of acquiring, holding, voting or disposing of Parent Securities which would be required under Section 13(d) 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”)Exchange Act, and the Company shall promptly cause the appointment or election of such JD Director rules and regulations promulgated thereunder, to the Board, including, convening file a meeting statement on Schedule 13D pursuant to Rule 13d-1(a) of the Board 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 Memorandum rules and Articles and appointing such JD Director to regulations promulgated under the Board, and in Exchange Act with the case of an election, (i) nominating such individual to be elected SEC as a director as provided herein, (ii"person" within the meaning of Section 13(d)(3) 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 Exchange Act if such group beneficially owned Parent Securities representing more than 5% of the JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting class of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the JD DirectorParent Securities then outstanding. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) For as long as JD holds From and after the Closing until Purchasers and/or their Affiliates no less than twelve and half percent (12.5%) longer hold at least 10% of the then issued and outstanding share capital of Common Stock, Purchasers shall have the Company, on a fully diluted basis, JD shall be entitled right to designate one (1) director member 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, Purchasers shall have the right to designate a second member of the Board; from and after 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 designate a third 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, Purchasers shall have the right to designate a fourth member of 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 (such director, or such other individual who may be designated by JD from time to timecollectively, the “JD Director”)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 promptly cause use its best efforts to effect the appointment removal or election replacement of any such JD Director to the BoardInvestor Director. Unless prohibited by applicable law, 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD Investors shall have the exclusive right to designate a replacement to fill such vacancy and serve on have two Investor Directors, as determined by Purchasers, be members of each committee of the Board, and the Company shall promptly cause use its best efforts to appoint and maintain such Investor Directors on each committee of the appointment or election 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 individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)committee as a non-voting observer. (cb) At Subject to any meeting limitations imposed by applicable law, the Investor Directors shall be entitled to the same perquisites, including stock options, reimbursement of the Board or any annual general or expenses and other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to similar rights in connection with such person’s membership on the Board, the Company shall cause the Board to reas every other non-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 employee member of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationBoard.

Board Representation. (a) For Simultaneously with the Closing Date, Stanley F. Zuk and Gregory Horne will resign from their positions as long as JD holds no less than twelve and half percent (12.5%) mem▇▇▇▇ ▇▇ ▇▇▇ ▇▇ard o▇ ▇▇▇▇▇▇▇▇▇. The remaining members of the then issued and outstanding share capital Board of Directors shall cause three individuals designated by the Purchasers to be nominated for election to the Board of Directors of the Company, on a fully diluted basis, JD and shall be entitled use their best efforts to designate one (1) director cause the election to the Board (of Directors of such directornominees, or such other individual who may be designated by JD from time to time, serve until the “JD Director”), and conclusion of the next annual general meeting of stockholders of the Company shall promptly cause in accordance with the appointment or election Bylaws of such JD Director to the Board, including, convening a meeting Company. The members of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as Directors shall also adopt a director as provided herein, (ii) 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 corporate resolution fixing the size of the Board in order at six members and agreeing not to appoint increase the JD Director. (b) In size until after the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At any annual 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Lawstockholders. The Company agrees that it shall pay the reasonable amount of out-of-pocket expenses of the Purchasers' designees in attending such board or committee meetings in accordance with its ordinary and usual policies for the reimbursement of the expenses of non-employee directors. Notwithstanding anything to the contrary contained in this section, a director designated by the Purchasers shall be subject to the approval of the Company's management, which shall not take any actionunreasonably be withheld. Promptly after first proposing a candidate, in favor of the removal of Purchasers shall furnish to the JD Director unless Company such removal shall information as may be for Cause. Removal for “Cause” shall mean removal of a director because of requested by the Company about such director’s designee (i) willful misconduct that is materially injurious, monetarily required to be included in a Registration Statement under the Securities Act or otherwise, to a Proxy Statement under the Company or any of its Subsidiaries, Exchange Act and (ii) conviction for, or guilty plea to, that would be required to be included in a felony or a crime involving moral turpitude, or (iii) abuse Schedule 13D under the Exchange Act by Item 2 thereof if filed by the candidate with respect to ownership of illegal drugs or other controlled substances or habitual intoxicationthe Company's securities.

Board Representation. (a) For as long as JD holds no less than twelve Each Executive Stockholder and half percent (12.5%) Carlyle Stockholder shall vote all of the then issued Voting Shares over which such Executive Stockholder or such Carlyle Stockholder has voting control and outstanding share capital 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 a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, 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) the authorized number of directors (the “Directors”) on a fully diluted basis, JD the Board shall be entitled to designate one at least six and no greater than nine and (ii) the Directors shall be the persons nominated or designated in accordance with this Section 1) director to . The smallest number of Directors as shall constitute a majority of the Board (such director, or such other individual who may be designated by JD total number of Directors from time to timetime 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 “JD Director”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 promptly cause be full-time employees of BAH; provided, however, that at any time when the appointment or 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 the “Executive Directors”). Any remaining Directors shall be jointly designated for nomination for election by the Chief Executive Officer and the Carlyle Stockholders; provided, however, that if (x) 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, (y) such Chief Executive Officer of the Company has not been designated as a Executive Director, and (z) the Carlyle Stockholders determine that such Chief Executive Officer of the Company should serve as a Director, such Chief Executive Officer shall be so designated for nomination for election and shall constitute one of such JD Director to remaining Directors. Any Directors (other than the Board, including, convening a meeting Chief Executive Officer of the Board Company) designated pursuant to the Memorandum and Articles and appointing such JD Director to the Boardimmediately preceding sentence, and in any Directors designated by the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 Carlyle Stockholders who are not full-time employees of the election 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 JD Director, (iii) including such nomination and recommendation regarding such individual in Company are hereinafter sometimes referred to as 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“Unaffiliated Directors”. (b) In The Company shall cause the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right individuals designated in accordance with Section 1(a) to designate a replacement be nominated for election to fill such vacancy and serve on the Board, shall solicit proxies in favor thereof, and at each meeting of the stockholders of the Company at which directors of the Company are to be elected, shall promptly cause recommend that the appointment or election stockholders of such individual the Company elect to the Board (who shall, following each such appointment or election, be the JD Director individual nominated for purposes of this Agreement)election at such meeting. (c) At Except as would be contrary to any meeting applicable law, rule or regulation (including any rule or regulation of the Board or any annual general or other meeting exchange upon which securities of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiariessubsidiaries may be listed), each committee of the Board, and each committee of the board of directors of Buyer, BAH and, unless otherwise determined by the Board, each other subsidiary of the 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 foregoing. (iid) conviction for, or guilty plea toSubject to the provisions of the Company’s certificate of incorporation, a felony 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 construed to 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 Board upon such Executive Director’s Termination of Service. (e) In the event that any Director for any reason ceases to serve as a crime involving moral turpitudemember 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 individual so designated by each such Person or group of Persons. (iiif) abuse At such time as the Carlyle Stockholders cease collectively to own and have the power to dispose of illegal drugs or 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 substances or habitual intoxicationcompany” 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 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 time periods required by the applicable listing standards then in effect, and shall discuss and use commercially reasonable efforts to agree upon appropriate changes to their designees consistent with the foregoing.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) of Upon 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 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 electionClosing, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 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 reasonably acceptable to the Board and shall 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, in order effect from time to appoint time that apply to all nominees for the JD DirectorBoard (a “Qualified Nominee”). (b) In Until the event occurrence of an Investor Rights Termination Event, (i) at each annual meeting of the stockholders of the Company, the Board shall nominate and recommend for election one Qualified Nominee designated by the Investor to serve as a director on the Board (the “Board 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 retirement, resignation, removal or resignation of the JD Director (or any 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 removal thereof), JD shall have the exclusive right to designate a replacement Investor to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)vacancy. (c) At any meeting The Board Representative shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any annual general or committees thereof, to the same extent as the other meeting members of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the . The Company shall cause notify the Board to re-appoint the JD Director to serve on Representative of all regular and special meetings of the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to notify the Board pursuant to the terms Representative of all regular and special meetings of any committee of the Memorandum and Articles and any Applicable LawBoard of which the Board Representative is a member. The Company agrees that it shall not take any actionprovide the Board Representative with copies of all notices, in favor minutes, consents and other materials provided to all other members of the removal of the JD Director unless Board concurrently as such removal shall be 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, materials are provided to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationmembers.

Board Representation. (a) For as long as JD holds no less than twelve and half percent Upon the later of (12.5%x) of forty-five (45) days following the then issued and outstanding share capital of Closing or (y) designation by the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director Investor 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 electionQualified Nominee, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 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 reasonably acceptable to the Board and shall 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, in order effect from time to appoint time that apply to all nominees for the JD DirectorBoard (a “Qualified Nominee”). (b) In Until the event occurrence of an Investor Rights Termination Event, (i) at each annual meeting of the stockholders of the Company, the Board shall nominate and recommend for election one Qualified Nominee designated by the Investor to serve as a director on the Board (the “Board 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 retirement, resignation, removal or resignation of the JD Director (or any 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 removal thereof), JD shall have the exclusive right to designate a replacement Investor to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)vacancy. (c) At any meeting The Board Representative shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any annual general or committees thereof, to the same extent as the other meeting members of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the . The Company shall cause notify the Board to re-appoint the JD Director to serve on Representative of all regular and special meetings of the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to notify the Board pursuant to the terms Representative of all regular and special meetings of any committee of the Memorandum and Articles and any Applicable LawBoard of which the Board Representative is a member. The Company agrees that it shall not take any actionprovide the Board Representative with copies of all notices, in favor minutes, consents and other materials provided to all other members of the removal of the JD Director unless Board concurrently as such removal shall be 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, materials are provided to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationmembers.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) As of the then issued date of this Agreement, the Board has duly resolved to (i) nominate each of ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and outstanding share capital of ▇▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the Company, on a fully diluted basis, JD shall be entitled to designate one (1“Applicable Directors”) director for election to the Board at the Company’s next annual meeting of stockholders (such director, including any adjournments or such other individual who may be designated by JD from time to timepostponements thereof, the “JD Director2020 Annual Meeting”), 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending 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 Shareholders Board. (b) The Company’s slate of nominees for election as directors of the election of such JD Director to Company at the Board in any meeting of Shareholders to elect directors2020 Annual Meeting shall comprise (i) the Applicable Directors and (ii) the following other nominees: ▇▇▇▇▇▇▇▇ ▇▇▇▇, including soliciting proxies ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ (collectively, the “Named Company Directors”). The Company will recommend that the Company’s stockholders vote in favor of the election of the JD Applicable Directors and the Named Company Directors at the 2020 Annual Meeting and will support the Applicable Directors for election in substantially the same manner as the Named Company Directors. (c) The Company’s slate of nominees for election as directors of the Company at each meeting of stockholders of the Company held during the Standstill Period at which directors are to be elected (the “Applicable Meetings”) shall include each of the Applicable Directors. The Company shall recommend that the Company’s stockholders vote in favor of the election of each of the 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 the 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 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 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) including such nomination the size of each of the Corporate Governance Committee and recommendation regarding such individual 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 Company’s notice for any meeting case of Shareholders 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 elect directors, such committee of a director who does not qualify as “independent” of the Company in accordance with an applicable exception thereunder) and (iv) if necessarySRS shall be entitled to designate one Applicable Director to serve as Vice Chairman of the Board; provided that, expanding 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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 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 in order to appoint the JD Directoris no more than nine (9) directors. (bi) In Following the event conclusion of the death2020 Annual Meeting, disabilityunless the Board determines otherwise, retirement all determinations regarding, and actions with respect to, SRS and this Agreement (including any amendment to or resignation 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 JD Director 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 any other vacancy created 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 removal thereof), JD shall have such director of the exclusive right to designate a replacement to fill such vacancy and serve 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 Company’s standard form). For the avoidance of doubt, the additional director appointed pursuant to this Section 1(j) shall promptly cause the appointment or election of such individual be in addition to the Board Additional Director (who shall, following such appointment or election, be the JD Director for purposes of this Agreementas defined below) appointed pursuant to Section 1(k). (ck) At 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 Board or committee or subcommittee meeting of at which the Board or any annual general such committee or other meeting of the Shareholders that may be held from time subcommittee is evaluating and/or taking action with respect to time at which the JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injuriousthe exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, monetarily (ii) any proposed or otherwise, to pending (x) Extraordinary Transaction between the Company or any of its Subsidiariessubsidiaries and SRS or its Affiliates, (iiy) conviction forother 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 guilty plea tohas beneficial ownership of 10% or more, a felony of such entity or a crime involving moral turpitudesuch entity’s direct or indirect parent company, or (iii) abuse 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 illegal drugs this Section 1(l) referred to as “Recusal Matters”). SRS agrees that the Applicable Directors shall not have access to documents or other controlled substances or habitual intoxicationinformation relating to Recusal Matters.

Board Representation. (a) For as long as JD holds From the date of this Agreement until the earlier to occur of (i) the first day on which the Holders shall no less than twelve and half percent (12.5%) longer own, beneficially or of record, at least 5% of the then issued outstanding shares of ▇▇▇▇▇ Common Stock and outstanding share capital (ii) the expiration of ten years from the date of this Agreement, the Representatives will be entitled to 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 a fully diluted basisbehalf of the Holders in the Merger Agreement (the "Holders' Designee"), JD which election is effective as of the Effective Date. Such Holders' Designee will serve until the first annual meeting of the stockholders of the Company following the date hereof and until his successor shall be duly elected and qualified or until his death, disability, removal or resignation. (b) So long as the Representatives possess the right of designation described in paragraph (a) above, the Company shall nominate (or shall cause to be nominated) for election at each annual meeting of the stockholders of the Company after the date hereof, the incumbent Holders' Designee or such other individual as the Representatives may designate; provided, however, that such other individual is reasonably acceptable to the Company at the time of his initial designation. (c) 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 one (1) director a successor Holders' Designee reasonably acceptable to the Board (such directorCompany at the time of his initial designation, or such other individual who may be designated by JD from time to time, the “JD Director”), and in which event 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 election, (i) nominating such individual successor Holders' Designee to be promptly elected as a director as provided herein, (ii) 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 member of the election of ▇▇▇▇▇ Board to fill the JD Director, (iii) including vacancy created by 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. (b) In the event of the death, disability, removal, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)resignation. (cd) At any meeting So long as the Representatives possess the right of designation described in paragraph (a) above, without the prior written consent of the Board or any annual general or other meeting of the Shareholders that may Representatives (which consent will not be held from time to time at which the JD Director is up for re-appointment to the Boardunreasonably withheld), neither the Company shall cause nor 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s will (i) willful misconduct recommend that is materially injurious, monetarily or otherwise, to the Holders' Designee be removed by the stockholders of the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationfail to recommend any incumbent Holders' Designee for reelection.

Board Representation. (a) For as 19.1 So long as JD holds no less than twelve and half percent the Investor continues to beneficially own at least 15,500,000 shares of Common Stock (12.5%as adjusted to reflect appropriate arithmetic adjustment in the event of any stock splits, stock dividends, combinations of shares, recapitalizations or other such events relating to the Common Stock occurring subsequent to the Closing) of (the then issued and outstanding share capital of “Share Threshold”), the Company, on a fully diluted basis, JD Investor shall be entitled have the right to designate nominate one (1) director to the Board of Directors of the Company (such director, or such other individual who may be designated by JD from time to time, the “JD Investor Director”), and the Company shall promptly cause the . As a condition to such nomination and/or appointment or election of such JD Director to the Board, including(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, convening 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 meeting proxy statement as a nominee and to serving as a director if elected), (ii) the Investor and/or the nominee shall also comply with all applicable requirements of the Board pursuant Securities Exchange Act of 1934, and the rules and regulations thereunder with respect to the Memorandum and Articles and appointing such JD Director nomination and/or appointment to the Board, and in (iii) the case of an election, (i) nominating such individual to nominee shall be elected as a director as provided herein, (ii) recommending reasonably acceptable to the Shareholders the election of such JD Board. 19.2 The initial Investor Director shall be appointed to the Board in any meeting of Shareholders to elect directorsby the then-existing directors on the Board, including soliciting proxies in favor of the election of the JD Directorwho shall, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directorsby resolution, and (iv) if necessary, expanding expand the size of the Board in order by one seat (to appoint the JD Director. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other extent there is not then a vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, ) and appoint the Company shall promptly cause Investor’s nominee to fill the vacancy caused by such expansion. 19.3 Following the initial appointment or election of such individual to the Board of the Investor Director, any subsequent election of the Investor Director to the Board shall occur (who shall, following such appointment or election, be i) at the JD Director for purposes of this Agreement). (c) At any 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 nominate the Investor Director, the Investor Director then serving on the Board dies or any annual general or other meeting of the Shareholders that may be held resigns from time to time at which the JD Director is up for re-appointment to the Board, the Company Investor shall have the right to cause the vacancy caused by such death or resignation to be filled by nominating a replacement director and the remaining directors on the Board shall vote to re-appoint cause the JD Investor’s nominee to be appointed to the Board in accordance with the Company’s Bylaws. The Investor may, in its sole discretion, determine not to nominate and/or cause the 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 use best efforts have no further rights under this Agreement to ensure that nominate and/or cause the JD Director is re-appointed by appointment of any directors to the Shareholders Company’s Board. 19.4 Notwithstanding anything in this Section 19 to the contrary, (i) each of the 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 pursuant is presented to the terms Company’s stockholders at an annual or special meeting at which directors are to be elected, and that nominee is not elected by the Company’s stockholders, the Company’s Board of Directors shall have no obligation to expand the size of the Memorandum Board and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD appoint an Investor Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationBoard.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) In consideration of the then issued ValueAct Group’s agreement set forth in Sections 2 and outstanding share capital of the Company3 below, 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 election, will (i) nominating such individual to be elected nominate ▇▇. ▇▇▇▇▇▇▇ ▇. Ubben (the “ValueAct Designee”) for election as a director as provided hereinof 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) recommending to name and recommend the Shareholders the ValueAct Designee as a nominee for 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, Company’s Proxy Statement and (iii) including cause all proxies received by the Company to be 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 (acting through the Board) agrees that it will not withdraw such nomination and recommendation regarding such individual in prior to its being voted upon by the stockholders of the Company at the 2013 annual meeting of stockholders of 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual Notwithstanding anything to the Board (who shall, following such appointment or election, be the JD Director for purposes of contrary in this Agreement, the rights and privileges set forth in this Section 1 shall be personal to the ValueAct Group and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (each, a “Person”). (c) At any meeting of If during the Board or any annual 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, the Company shall cause the Board to re-appoint the JD Director to serve 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 use best efforts work together in good faith to ensure that the JD Director fill such vacancy or replace such nominee with an individual who is re-appointed (i) approved by the Shareholders 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 ValueAct Group and the Company, and thereafter such individual shall serve and/or be nominated as the “ValueAct Designee” under this Agreement. (d) The 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 pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees (which shall provide for his immediate resignation) it being understood that it shall not take any action, be in favor of the removal of the JD Director unless Board’s sole discretion whether to accept or reject such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s resignation) if (i) willful misconduct that is materially injuriousmembers of the ValueAct Group, monetarily or otherwisecollectively, cease to beneficially own at least 5% of the outstanding securities of the Company or any securities convertible or exchangeable into or exercisable for any securities of its Subsidiariesthe Company, including, without limitation, any derivative securities or instruments (the “Ordinary Shares”) or (ii) conviction fora member of the ValueAct Group, including the ValueAct Designee, otherwise ceases to comply or guilty plea tobreaches any of the terms 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 have all of the obligations, including the fiduciary duties to the Company and its stockholders, of a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationdirector under applicable law and the Company’s organizational documents.

Board Representation. (a) For Effective immediately upon the execution and delivery of this Agreement by all parties, Gildan shall appoint ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Coliseum Nominee”) as long as JD holds no less than twelve and half percent (12.5%) a member of the then issued and outstanding share capital board of the Company, on a fully diluted basis, JD shall be entitled to designate one directors of Gildan (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD DirectorBoard”), 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In Gildan will, in connection with each of the 2024 AGM and the 2025 AGM: (i) cause the Company’s slate of director nominees standing for election, and recommended by or on behalf of the Board, to include the Coliseum Nominee; and (ii) solicit proxies in favour of and otherwise support and promote the election of the 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 such meeting. (▇) ▇▇▇▇▇▇ confirms that it will convene and hold the 2025 Meeting by no later than May 1, 2025. (d) 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 deathBoard, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right Coliseum will be entitled to designate a mutually agreeable replacement nominee, provided that any such substitute nominee must be acceptable to fill such vacancy the Corporate Governance and serve on 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 cause the appointment or election of such 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 shallis acceptable to the Corporate Governance and Social Responsibility Committee of the Board, following acting reasonably, has been recommended by the Corporate Governance and Social Responsibility Committee and appointed to the Board. Any such appointment or election, substitute nominee shall thereafter be deemed to be the JD Director Coliseum Nominee for all purposes of this Agreement). (cf) At any meeting of the Board or any annual general or other meeting of the Shareholders Gildan has advised Coliseum that may be held from time to time at which the JD Director is up for re-upon appointment to the Board, the Company Coliseum Nominee shall cause be entitled to receive the Board same compensation, expense reimbursement and benefits of director and officer insurance and any indemnity arrangements available generally to rethe other directors of Gildan (subject to the ability of the Coliseum Nominee to direct payment to another entity and to elect to receive any non-appoint the JD Director to serve on the Board cash consideration in cash), and shall use best efforts be required to ensure 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 JD Director is re-appointed by Coliseum Nominee shall be permitted to share confidential information with Coliseum and its representatives, subject to preserving the Shareholders 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 Board Company pursuant to the terms applicable securities laws and subject to restrictions on trading securities of the Memorandum Company. (g) Coliseum hereby represents, warrants and Articles and any Applicable Law. The Company agrees covenants to Gildan that it shall the Coliseum Nominee is not take any actioncurrently, in favor nor will he be for the duration of the removal Standstill Period, a member of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal board of a director because directors of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationalphabroder.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) Unless otherwise increased by a majority of the then Holders of the issued and outstanding share capital Securities in accordance with the DGCL, the Board shall consist of nine (9) directors, five being appointed by the HMTF Group, two being appointed by the BSMB Group, one being appointed by the Trust (each of HMTF Group, BSMB Group and the Trust, a "Nominating Holder," and each such director so appointed, a "Party Designee") and one of whom shall be the chief executive officer of the Company. To the extent that the Board is increased as contemplated in the preceding sentence, the HMTF Group shall always (subject to Section 2.1.3) have the right to appoint a majority of the Board and, so long as the HMTF Group has the right to and does appoint a majority of such increased Board, the BSMB Group shall have the right (subject to Section 2.1.3) to appoint that percentage of the members of the increased Board (and the Board shall be further increased if reasonably required to so accomplish the desired result) that is as close as practicable to the ratio of seven (7) board members for the HMTF Group for every three (3) board members for the BSMB Group. Each Holder shall vote his or its shares of Securities at any regular or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders and shall take all other actions required by the DGCL to give effect to the agreements contained in this Stockholders' Agreement (including without limitation the election of persons designated by the Nominating Holders to be elected as directors as described in the preceding sentence) and to ensure that the certificate of incorporation of the Company and bylaws of the Company as in effect immediately following the Effective Date do not, at any time thereafter, conflict in any respect with the provisions of this Stockholders' Agreement. In order to effectuate the provisions of this Section 2.1, each of the HMTF Group or the BSMB Group hereby agrees that when any action or vote is required to be taken by such Holder pursuant to this Stockholders' Agreement, such Holder shall use his or its best efforts to call, or cause the appropriate officers and directors of the Company to call, a special or annual meeting of stockholders of the Company, on as the case may be, and each Holder agrees when any action or vote is required to be taken by such Holder pursuant to this Agreement, such Holder shall execute or cause to be executed a fully diluted basis, JD consent in writing in lieu of any such meetings pursuant to Section 228(a) of the DGCL if requested by the Board. Any committee formed by the Board shall be entitled to designate include one (1) director to or more representatives of the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), HMTF Group and the Company shall promptly cause the appointment or election of such JD Director BSMB Group unless otherwise consented 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationRequired Holders.

Board Representation. (a) For as so long as JD holds no less than twelve and half percent the S Shareholders, in the aggregate, Beneficially Own Voting Securities representing at least ten per cent. (12.510%) of the then issued and Voting Securities outstanding share capital of at such time, Capricorn may, upon written notice to the Company, designate two (2) individuals as Directors (each, a “Shareholder Designee”) and the Company shall appoint such Shareholder Designees as Directors and take all necessary actions to maintain their appointment (subject to this Clause 3.3); provided, however, that such Shareholder Designee shall satisfy the requirements set forth in Clause 3.3(b); provided, further, that, at such time that the S Shareholders, in the aggregate, cease to Beneficially Own Voting Securities representing ten per cent. (10%) of the Voting Securities outstanding at such time but still, in the aggregate, Beneficially Own Voting Securities representing at least the Ownership Threshold, Capricorn shall use its best endeavours to promptly cause one (1) of its Shareholder Designees, if any, then appointed to 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 a fully diluted basiswhich he or she is then serving, JD and the right of Capricorn to appoint Shareholder Designees shall be permanently reduced from two (2) to one (1); provided, further, that, at such time that the S Shareholders, in the aggregate, cease to Beneficially Own Voting Securities representing at least the Ownership Threshold, Capricorn shall use its best endeavours to promptly cause each Shareholder Designee, if any, then appointed to 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 Capricorn to designate Shareholder Designees shall permanently terminate. Capricorn hereby designates to serve on the Board as an initial Shareholder Designee, effective at the Closing, each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and the Company agrees, effective at the Closing, to promptly appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as Directors, and shall take all necessary actions to maintain their appointment (subject to this Clause 3.3). If for whatever reason, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ are not able to assume their function as director upon Closing, Capricorn will be entitled to designate one (1) director to a replacement who meets the requirements of Clause 3.3(b). Upon the Closing, the Board shall consist of ten (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 election, (i10) nominating such individual to be elected as a director as provided herein, (ii) 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 DirectorDirectors. (b) In Notwithstanding anything to the event contrary set forth in this Agreement, from and after the Effective Time, any Shareholder Designee designated by the Shareholders pursuant to Clause 3.3(a) or 3.3(d): (i) shall not be an Affiliate or Associate of any Shareholder; (ii) except in the case of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, shall qualify as an “independent director” under applicable provisions of the deathExchange Act and under applicable NYSE rules and regulations, disability, retirement or resignation the applicable rules and regulations of the JD Director 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 at 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 other vacancy created by removal thereof)applicable rule or regulation of the SEC or NYSE or pursuant to applicable law, JD shall have including the exclusive right to designate a replacement to fill such vacancy and serve on the Board, Companies Act and the Company CDDA; (v) shall promptly cause not during the appointment term of his or election her service as a Director be a director, officer, employee or Affiliate or Associate of such individual to a Competitor; and (vi) shall, in the good faith judgment of the Corporate Governance and Nominating Committee of the Board (who shallthe “Nominating Committee”), following such appointment or election, be satisfy the JD Director for purposes of this Agreement). requirements set forth in the Company’s Organisational Documents and Corporate Governance Guidelines (c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held as in effect from time to time at which the JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any actiontime), in favor of the removal of the JD Director unless such removal shall be 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, each case as are applicable to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.all non-executive Directors generally;

Board Representation. (a) For Effective as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital 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 the Company; provided, on that for the avoidance of doubt, any Person who is a fully diluted basismanaging director of Silver Lake Partners, JD L.P., a Delaware limited partnership, as of the date hereof, shall be entitled deemed to designate one be satisfactory to the Company and the Board for such purposes unless (1i) any such managing director does not meet the criteria for directors set forth in the Nasdaq National Market rules, any corporate governance guidelines or policies adopted by 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 (such directorthe "Stockholder Representative"). (b) The Company shall take all necessary action, or such other individual who may subject to applicable law, to cause the size of the Board to be designated by JD increased to ten (10) members from time to timeeight (8) members, effective as of the “JD Director”)Closing Date, and the Company shall promptly use reasonable best efforts, subject to applicable law, to cause the appointment or election of such JD Director vacancies 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 election, be filled by (i) nominating David J. Roux (or such other individual as may be designated in writin▇ ▇▇ ▇▇▇ ▇▇▇▇rity Stockholder at least forty-five (45) days prior to the filling of such vacancy and in accordance with Section 5.1(a) hereof) to be elected as a director as provided hereinthe initial Stockholder Representative, and (ii) recommending one (1) individual who qualifies as an "independent" director of Borg pursuant to proposed and applicable laws and regulations. The Company agrees to consult with the Shareholders the election of such JD Director Majority Stockholder in good faith before making any other changes 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At the expiration of any meeting of Stockholder Representative's designated term as director, the Board or any annual 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, the 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 will recommend a vote by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, Company's stockholders in favor of the removal 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 JD Director unless 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 of the committees of the Board will operate in such a way to permit the Company to comply with applicable law and maintain its listings on the Nasdaq National Market and Euronext, as applicable. (e) The Majority Stockholder shall be for Cause. Removal for “Cause” shall mean removal have the right to assign its rights under this Article V to Silver Lake in the event of a director because distribution of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, the Subject Shares pursuant to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationSection 3.3 hereof.

Board Representation. (a) 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 long a member of the Board of any Stockholder Designee as JD holds no less than twelve and half percent set forth in this Agreement. (12.5%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 issued appointed or on which he or she is then serving upon the occurrence of the Board Right Termination Event applicable to such Stockholder Designee, and outstanding share capital (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, on a fully diluted basis, JD shall be entitled to designate one ’s website (1) director to the Board (such director, or such other individual who may be designated by JD as in effect from time to time, the “JD Director”), and in each case to the extent applicable to all non-employee Directors generally. The Company shall promptly cause 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 of such JD Director 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, convening a 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 pursuant to Right Period at which the Memorandum and Articles and appointing such JD Director 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, and in the case of an election, including by (i) nominating such individual Stockholder Designee for election to be elected serve as a director Director as provided hereinin this Agreement, (ii) recommending subject to compliance by ACP with Section 3.1(f), including such nomination and other required information regarding such Stockholder Designee in the Shareholders the election of Company’s proxy materials for such JD Director to the Board in any meeting of Shareholders to elect directors, including stockholders and (iii) soliciting or causing the solicitation of proxies in favor of the election of the JD 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 (iiifor any reason) as a Director, including such nomination and recommendation regarding 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) 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 Shareholders stockholders of the Company shall have failed to elect directorsbe elected or re-elected, as the case may be, by the requisite vote of the Company’s stockholders; 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 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 the same rights, privileges and compensation applicable to all other non-employee Directors generally or to 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 First Stockholder Designee, such Stockholder Designee shall not receive the director compensation (including fees and any non-cash equity or other consideration) that is payable by the Company to non-employee Directors generally. (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 Stockholder Designee pursuant to Sections 3.1(c) if ACP 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); provided, however, that following the curing of the any such failure, ACP’s right to designate Stockholder Designees shall be reinstated and the Company will take such action as is necessary to appoint or otherwise reinstate the Stockholder Designees to the Board, and (ivii) if necessarya material breach of this Agreement by the Stockholders shall have occurred, expanding the size which breach has not been cured in all material respects within fifteen (15) Business Days of the Board receipt by the Stockholders of written notice from the Company specifying in order reasonable detail the nature of such material breach, in addition to appoint any other remedies that the JD DirectorCompany may have, the Company may terminate ACP’s right to designate the Stockholder Designees hereunder. (bi) In During the event Board Right Period, except as required by applicable Law, the Company shall not take any action to cause the removal (without cause) of the death, disability, retirement or resignation of the JD Director a Stockholder Designee serving as a Director. ACP shall cause each then-serving Stockholder Designee to resign (or any other vacancy created by removal thereof), JD shall have the exclusive subject to ACP’s right to designate a replacement to fill such vacancy and serve on Stockholder Designee in accordance with Section 3.1(e)) or, if reasonably sufficient, recuse himself or herself if the Board, and the Company shall promptly cause the appointment or election presence of such individual to as a Stockholder Designee on the Board shall, in the reasonable and good faith judgment of the Board (who shallafter deliberation and an opportunity for the applicable Stockholder Designee to be heard if desired), following such appointment reasonably be likely to violate applicable Law or election, otherwise be reasonably likely to impair the JD Director for purposes Board’s exercise of this Agreement)its fiduciary duties. (cj) At Notwithstanding anything to the contrary in this Agreement, each Stockholder Designee, during the term of any meeting service as a Director of the Board Company, shall not be prohibited from acting in his or any annual general her capacity as a director and complying with his or other meeting her fiduciary duties as a director of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationCompany.

Board Representation. (a) The Holder shall have the right, following consultation with E-House, to designate on (1) Director for nomination for election to the Board. The Holder shall retain this right until the first date on which the Holder, 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 subject to applicable law, and shall be subject to NYSE or other exchange or quotation system rules, as applicable, to the extent required such that the shares shall continue to be listed on the NYSE or other exchange or quotation system, as applicable. (b) For as so long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital of Holder has the Company, on a fully diluted basis, JD shall be entitled right to designate one (1) director Director for nomination for election to the Board (such director, or such other individual who may be designated by JD from time pursuant to time, the “JD Director”Section 3.1(a), and the Company shall promptly E-House agrees to use its best efforts to 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 election, including by (i) nominating such individual to be elected as a director Director as provided herein, (ii) recommending to the Shareholders including such nomination and other required information regarding such individual in E-House’s proxy statement for its annual meeting of stockholders and (iii) solicitation of proxies in connection with 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 as a Director. (bc) In For so long as the Holder has the right to designate one (1) Director for nomination for election to the Board pursuant to Section 3.1(a), in the event of that a vacancy is created at any time by the death, disability, retirement retirement, resignation or resignation removal (with or without cause) of the JD Director (or any other vacancy created by removal thereof)Director, JD the Holder shall have the exclusive right to designate a replacement to fill such vacancy vacancy, and serve on E-House, subject to applicable law, the bylaws and the fiduciary duties of the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use its best efforts to ensure that take all necessary or desirable actions as may be required under applicable law to cause the JD Director is re-appointed individual designated by the Shareholders 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 the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it Section 3.1(a), E-House shall not take any actionaction 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 Holder, 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 replacement Director as provided in favor the immediately preceding sentence. (d) 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 have no right to 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 JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injuriousDirector, monetarily or otherwise, who was designated by the Holder and elected to the Company or Board pursuant to this Section 3.1, from the Board in accordance with any resolution of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationShareholders.

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) For as long as JD holds no less than twelve and half percent a non-voting observer (12.5%a “Board Observer”) of the then issued and outstanding share capital Company’s board of directors (the “Board”) or (b) elected as a member of the Company, on a fully diluted basis, JD Board. Any Board Observer shall be entitled to designate one (1) director 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 (such director, or any of its committees nor to offer any motions or resolutions to the Board or such other individual who may be designated by JD committees. In the event of the Purchaser Designee’s death, disability or resignation from time the Board prior to timethe Business Combination Closing, the “JD Director”), and Purchaser shall have the Company shall promptly cause right to designate a replacement Purchaser Designee. In the appointment or election of such JD Director event the Purchaser designates a Purchaser Designee to the Board, including, convening a meeting of be elected to the Board pursuant to clause (b) above, the Memorandum and Articles and appointing such JD Director Sponsor hereby agrees to the Board, and vote all of its shares in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies Company in favor of the election of the JD DirectorPurchaser Designee, and the Purchaser Designee shall be entitled to an indemnification agreement in the form attached hereto as Exhibit D. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (iiii) including such nomination and recommendation regarding such individual the Board concludes in good faith, upon advice of the Company’s notice for any counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and such counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of Shareholders to elect directorsthe Board, independent auditors and/or legal counsel, as the Board may designate, and the Board Observer (iv) if necessary, expanding assuming the size Board Observer were a member of the Board in order to appoint Board) would not meet the JD Director. (b) then-applicable standards for independence adopted by the NASDAQ Capital Market, or such other exchange on which the Company’s securities are then traded. In the event of the deathPurchaser designates a Board Observer pursuant to clause (a) above, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD Purchaser’s Board Observer shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Boardno duties, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily fiduciary or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationCompany.

Board Representation. (a) For Effective on the date hereof, the Board shall, except as long as JD holds no less than twelve and half percent otherwise provided below, be comprised of seven (12.5%7) Directors of whom: (i) two (2) shall be designees of the then issued Investor Stockholders (the "Investor Representatives"), (ii) one (1) shall be a designee of ITI (the "ITI Representative"), (iii) one (1) shall be a designee of Casty (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and outstanding share capital Casty (the "Joint Representative") and (v) the others shall be Independent Directors acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) who, commencing with the election of Directors at the next annual meeting of stockholders, have been elected by the holders of a majority of the Companyoutstanding Voting Securities. The initial Investor Representatives shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. Lama, on the initial ITI Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the initial Casty Representative shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and the initial Joint Representative shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇. If, at any time, ITI and Casty are unable to agree upon the designation of a fully diluted basisJoint Representative, JD the Joint Representative shall be designated by ▇▇▇▇ ▇▇▇▇▇▇. Notwithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) and the holders of a majority of the outstanding Voting Securities held by the Stockholders has been elected to the Board, the Investor Stockholders shall only be entitled to designate one Investor Representative, and the Investor Stockholders shall thereafter, as promptly as practicable, take all action necessary to cause one of the Investor Representatives to resign from the Board. For purposes hereof, the Series A Preferred Director (1as defined in the Certificate of Designation) director shall count as one of the two Investor Representatives. (b) The Company shall take such action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (a), (ii) to include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative and the Joint Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the Investor Stockholders (with such acceptance not to be unreasonably withheld) and (iii) to cause the Investor Representatives to be duly appointed in accordance with the foregoing and the Certificate of Designation. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Board, including nominating such individuals to be elected as Directors as provided herein. (c) Each of the Investor Stockholders, ITI and Casty agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the stockholders of the Company at which Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated by the others in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such directorDirector as soon as possible, or such other individual who may be is designated by JD in the manner specified in this Section 2.1. Each of the Company, each Investor Stockholders, ITI and Casty hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the “JD Director”)same. Upon the written request of the Investor Stockholders, ITI and/or Casty, as the case may be, each of the others shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by the Company former. Unless the Investor Stockholders, ITI and/or Casty, as the case may be, shall promptly otherwise request in writing, none of the others shall take any action to cause the appointment or election removal of such JD any Director to designated by 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 Directorformer. (be) In Without the event written consent of the deathInvestor Stockholders, disability, retirement or resignation each of the JD Director (or Company, ITI and Casty agrees not to take any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly action that would cause the appointment or election number of such individual Directors constituting the entire Board to the Board be other than seven (who shall, following such appointment or election, be the JD Director for purposes of this Agreement7). (cf) At any meeting The covenants and agreements set forth herein shall be subject to the fiduciary obligations of the Board or any annual general or other meeting designees of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the BoardInvestor Stockholders, the Company shall cause the Board to re-appoint the JD Director to serve ITI and Casty now or hereafter serving on the Board and shall use best efforts to ensure that not prevent the JD Director is re-appointed by designees of the Shareholders to Investor Stockholders, ITI or Casty now or hereafter serving on the Board pursuant from taking any action or refraining to take any action while acting in the terms capacity as a Director of the Memorandum and Articles and any Applicable LawCompany. The Company agrees that it foregoing shall not take any action, in favor limit the obligations of the removal Investor Stockholders, ITI and Casty in their capacity as stockholders of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationhereunder.

Board Representation. (a) For as long as JD holds no less than twelve From and half percent after the Closing, and until this Agreement is terminated in accordance with its terms, the Company and the Parent shall take such actions necessary to (12.5%i) of ensure that (A) ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall “Fluent Legacy Stockholders”) be entitled to designate nominate one (1) director individual for election to the Company Board (the “RSMC Director”) and (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Cogint Legacy Stockholders”) be entitled to nominate one (1) individual for election to the Company Board (the “PFMB Director,” and together with the RSMC Director, including their respective successors, the “Legacy Directors”), provided that the PFMB Director shall be ▇▇▇▇ ▇▇▇▇▇▇▇ until the earlier of (a) the second anniversary of the Closing and (b) ▇▇▇▇ ▇▇▇▇▇▇▇’▇ resignation from his position as the PFMB Director, (ii) elect such directorLegacy Directors to serve as members of the Company Board until their respective successors are elected and qualified or until their earlier resignation, removal or death and (iii) nominate each successor to each Legacy Director as directed by the Fluent Legacy Stockholders or Cogint Legacy Stockholders, as applicable. At the Closing, the Legacy Directors shall initially be determined by a written notice delivered by the applicable Legacy Stockholders to the Company (provided that the PFMB director shall be ▇▇▇▇ ▇▇▇▇▇▇▇). From and after the Closing, and until this Agreement is terminated in accordance with its terms, the Company and the Parent shall take such actions necessary to ensure that the size of the Company Board shall be seven (7) directors, which number may be increased pursuant to a majority vote of the Company Board, including the PFMB Director. All remaining members of the Company Board (including any increase to the Company Board pursuant to the preceding sentence) shall be determined consistent with applicable Law and rules and regulations of NASDAQ (including that if such remaining members of the Company Board are elected by the Parent, the Company may avail itself of any controlled company exemptions from NASDAQ corporate governance requirements). (b) From and after the Closing, and until this Agreement is terminated in accordance with its terms, the Fluent Legacy Stockholders may nominate the Fluent Legacy Director and the Cogint Legacy Stockholders may nominate the Cogint Legacy Director for election to the Company Board at an annual meeting of stockholders of the Company by delivering to the Company a notice signed by the applicable Legacy Stockholders within a reasonable amount of time prior to such annual meeting of stockholders (and in any event within fifteen (15) days following written request by the Parent) and the mailing of any proxy statement relating to such annual meeting, which notice shall include the names and qualifications of such proposed Legacy Director(s) and such other individual who information as the Company may be designated by JD reasonably request. As promptly as practicable after receipt, the Company shall provide a copy of such notice to the Corporate Governance and Nominating Committee of the Company Board (the “Committee”), which shall, if the proposed Legacy Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (as adopted on September 26, 2016) (as amended from time to time, the “JD DirectorCharter”), as determined in good faith by the Committee, at the next Committee meeting at which Company Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Company Board, and the Company Board shall promptly cause the appointment or take such action, that such Legacy Directors shall be nominated for election of such JD Director to the Board, including, convening a Company Board at the Company’s next annual meeting of stockholders and the Company Board pursuant shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies Company Stockholders that they should vote their shares in favor of the election of the JD Directorproposed Legacy Directors. If the Committee reasonably determines in good faith that such proposed Legacy Director does not meet such criteria, the Company shall notify the nominating Legacy Stockholders of such fact within ten (iii10) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting days of Shareholders to elect directors, and (iv) if necessary, expanding the size receipt of the Board applicable Legacy Stockholders’ notice, specifying in order to appoint reasonable detail the JD Director. (b) In reasons for the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall determination that such criteria have the exclusive right to designate a replacement to fill such vacancy and serve on the Boardnot been met, and the Company applicable Legacy Stockholders shall promptly cause be entitled to nominate another Legacy Director in accordance with this Section 2.1(b) or Section 2.1(c), as the appointment or election of case may be; provided that the applicable Legacy Stockholders shall be provided with at least fifteen (15) additional days to submit any such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)nominee. (c) At From and after the Closing, and until this Agreement is terminated in accordance with its terms, each nomination to the Company Board of any Legacy Director for election other than at an annual meeting of the Board or any annual general or other meeting stockholders of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment Company (whether due to the Boardresignation, removal or death of a Legacy Director or otherwise) shall be made by delivering to the Company a notice signed by the nominating Legacy Stockholders, which notice shall include the names and qualifications of such proposed Legacy Director and such other information as the Company may reasonably request. As promptly as practicable, the Company shall cause provide a copy of such notice to the Committee, which shall, if the proposed Legacy Director satisfies the criteria for qualifications of directors set forth in the Charter, as determined in good faith by the Committee, as promptly as practicable, make a recommendation to the Company Board that such Legacy Director shall be appointed for election to the Company Board, which appointment may be made by the Company 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 extent permitted pursuant to the terms Bylaws. As promptly as practicable thereafter, the Company and the Parent shall take such actions as are necessary to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Legacy Director does not meet such criteria, the Company shall notify the nominating Legacy Stockholders of such fact within ten (10) days of receipt of the Memorandum applicable Legacy Stockholders’ notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and Articles and the applicable Legacy Stockholders shall be entitled to nominate another Legacy Director in accordance with Section 2.1(b) or this Section 2.1(c), as the case may be; provided that the applicable Legacy Stockholders shall be provided with at least fifteen (15) additional days to submit any Applicable Law. The Company agrees such nominee. (d) During the period that it shall not take any action, in favor the Legacy Directors are members of the removal Company Board, the Legacy Directors shall be entitled to the same benefits afforded to other members of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a Company Board in their capacity as such, including benefits under any director because of such director’s (i) willful misconduct that is materially injurious, monetarily and officer indemnification or otherwise, to insurance policy maintained by the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationCompany.

Board Representation. (a) For as As of the date hereof, the Board shall be comprised of six (6) directors. From and after the date hereof and for so long as JD holds no less than twelve and half percent (12.5%) Chesrown, or an Affiliate of Chesrown beneficially owns, in the aggregate, at least 1,000,000 shares of the then issued and outstanding share capital Common Stock (the “Minimum Threshold”), the Board shall be comprised of the Companyno more than six (6) directors, on a fully diluted basis, JD and Chesrown shall be entitled to designate one (1i) director nominate three (3) individuals to the Board (such directorindividuals, or such other individual who may be designated by JD from time to timeincluding their respective successors, the “JD DirectorChesrown Directors”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting serve as members of the Board pursuant to the Memorandum until their respective successors are elected and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided hereinqualified, (ii) recommending nominate any successor to each Chesrown Director, and (iii) direct the Shareholders removal from the election Board of such JD Director any Chesrown Director; provided, that at least two of the Chesrown Directors shall be “independent” as defined by the applicable rules and regulations of the SEC and the NASDAQ stock market. The Chesrown Directors shall initially be Ma▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Mi▇▇▇ ▇▇▇▇▇▇, and Ke▇▇▇ ▇▇▇▇▇▇▇▇. (b) Beginning with the first annual meeting of stockholders after the date hereof and thereafter, for so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board in of any Chesrown Director for election at an annual meeting of Shareholders stockholders of the Company shall be made by delivering to elect directorsthe Company a notice signed by Chesrown, including soliciting proxies which notice shall include the names and qualifications of such proposed Chesrown Directors. As promptly as practicable, the Company shall provide a copy of such notice to the Company’s Corporate Governance and Nominating Committee (the “Committee”), which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (the “Charter”) in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Chesrown Directors shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's stockholders that the stockholders should vote their Common Stock in favor of the election of the JD Directorproposed Chesrown Directors. If the Committee reasonably determines in good faith that a proposed Chesrown Director does not meet such criteria, (iii) including the Committee shall notify Chesrown of such nomination and recommendation regarding fact within 10 days following receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such individual in the Company’s notice for any meeting of Shareholders to elect directorscriteria have not been met, and (iv) if necessary, expanding within 10 calendar days Chesrown may submit to the size of the Board in order to appoint the JD Committee a new proposed Chesrown Director. (bc) In For so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the event aggregate, at least the Minimum Threshold, each nomination to the Board of any Chesrown Director for election other than at an annual meeting of stockholders of the deathCompany (whether due to the resignation, disabilityremoval or death of a Chesrown Director or otherwise) shall be made by delivering to the Company a notice signed by Chesrown, retirement or resignation which notice shall include the names and qualifications of such proposed Chesrown Director. As promptly as practicable, the JD Company shall provide a copy of such notice to the Committee, which shall, if the proposed Chesrown Director (or any other vacancy created satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by removal thereof)the Committee, JD as promptly as practicable, make a recommendation to the Board that such Chesrown Directors shall have the exclusive right be appointed for election to designate a replacement to fill such vacancy and serve on the Board, and which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall promptly take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the appointment or election Committee reasonably determines in good faith that such proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of such fact within 10 days of receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (d) From and after the date hereof and for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, the Board shall be comprised of no more than six (6) directors, and Berrard shall be entitled to (i) nominate one individual to the Board (who such individual, including such individual's successor, the “Berrard Director”), to serve as a member of the Board until the Berrard Director's successor is elected and qualified, (ii) nominate any successor to the Berrard Director, and (iii) direct the removal from the Board of the Berrard Director. The Berrard Director shall initially be St▇▇▇▇ ▇. ▇▇▇▇▇▇▇. (e) Beginning with the first annual meeting of stockholders following the date hereof and thereafter, for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board of any Berrard Director for election at an annual meeting of stockholders of the Company shall be made by delivering to the Company a notice signed by Berrard, which notice shall include the name and qualifications of the proposed Berrard Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee which shall, following such appointment or electionif the proposed Berrard Director satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, be as determined in good faith by the JD Director Committee, at the next Committee meeting at which Board nominees are determined for purposes of this Agreement)the Company’s annual meeting of stockholders, make a recommendation to the Board that such Berrard Director shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's Stockholders that the Stockholders should vote their Common Stock in favor of the election of the proposed Berrard Director. If the Committee reasonably determines in good faith that a proposed Berrard Director does not meet such criteria, the Committee shall notify Berrard of such fact within 10 days following receipt of the Berrard Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Berrard may submit to the Committee a new proposed Berrard Director. (cf) At For so long as Berrard or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board of any Berrard Director for election other than at an annual meeting of stockholders of the Company (whether due to the resignation, removal or death of a Berrard Director or otherwise) shall be made by delivering to the Company a notice signed by Berrard, which notice shall include the names and qualifications of such proposed Berrard Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee, which shall, if the proposed Berrard Director satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by the Committee, as promptly as practicable, make a recommendation to the Board or any annual general or other meeting of the Shareholders that may such Berrard Director shall be held from time to time at which the JD Director is up appointed for re-appointment election to the Board, which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Berrard Director does not meet such criteria, the Committee shall notify Berrard of such fact within 10 days of receipt of the Berrard Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Berrard may submit to the Committee a new proposed Berrard Director. (g) The Company shall include in the slate of nominees recommended by the Board for election as directors each Chesrown Director and the Berrard Director for so long as Chesrown and Berrard, respectively, are entitled to re-appoint nominate the JD Chesrown Directors and the Berrard Director pursuant to serve on this Agreement. Each of Berrard, Chesrown, and each of the Board Stockholders covenants and shall use best efforts agrees to ensure that vote all Equity Securities held by such person or their Affiliate for the JD Director is re-appointed by the Shareholders election to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, all individuals nominated in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationaccordance with this Section 2.1.

Board Representation. (a) For as so long as JD holds no less than twelve Purchasers and half percent any Permitted Transferees own, in the aggregate, at least the Required Interest, each Stockholder shall vote or cause to be voted (12.5%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 then issued nominees (each a "Purchaser Designee") to the Board of Directors of the Company designated by MSREF III and outstanding share capital 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 (including any adjournments thereof) called for the purpose of electing directors of the Company, on a fully diluted basis, JD except the foregoing shall be entitled not apply to designate one (1) director the extent any Purchaser Designee has been elected to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), of Directors and the Company shall promptly cause the appointment or election is in a class 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 directors not currently standing for re-election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In For so long as Purchasers and any Permitted Transferees own, in the event 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 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 death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual nominee to the Board of Directors of the Company designated by MSP (who shallor its Permitted Transferee) pursuant to the provisions of Section 4.10 of the Purchase Agreement, following such appointment at any regular or election, be special meeting of the JD Director shareholders of the Company (including any adjournments thereof) called for purposes the purpose of this Agreement)electing Directors of the Company. (c) At In the event any meeting Purchaser Designee shall resign, or be removed, or be unable to serve for any reason prior to the expiration of his or her term as a director of the Board or any annual general or other meeting Company, in accordance with Section 4.10 of the Shareholders that Purchase Agreement, MSREF III or MSP (or their Permitted Transferees), as the case may be held from time be, shall have the right to time at which notify the JD Director is up for re-appointment Board of Directors of a replacement Purchaser Designee, and, to the Board, extent the shareholders of the Company shall cause the Board be required to re-appoint the JD Director to serve vote on the Board and matter, each Stockholder shall use best efforts vote or cause to ensure that be voted (including by written consent, if applicable) all shares of Common Stock which such Stockholder has the JD Director power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the replacement Purchaser Designee to fill the unexpired term of the director nominee which such new nominee is re-appointed by the Shareholders replacing. Each Purchaser Designee shall be reasonably acceptable to the Board pursuant to Company as provided in the terms of the Memorandum and Articles and any Applicable Law. The Company Purchase Agreement. (d) Each Stockholder agrees that he or it shall not take any actiondirect or indirect action to remove any Purchaser Designee from the Board of 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 favor 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 removal Company to call, a special or annual meeting of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injuriousshareholders, monetarily as the case may be, or otherwiseto the extent permitted by law, to the Company or execute a written consent in lieu of any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationsuch meetings.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital of In accordance with the Company, on a fully diluted basis, JD shall be entitled to designate one ’s Certificate of Incorporation (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD DirectorCharter”), Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Guidelines (the “Corporate Governance Guidelines”) and Nominating Committee Charter (the “Nominating Committee Charter”), the Company shall promptly cause agrees that, immediately following the appointment or election of such JD Director to 2008 Annual Meeting, the Board, including, convening at a duly convened meeting of directors, will take the Board pursuant to necessary action upon the Memorandum and Articles and appointing such JD Director to recommendation of the Board, and in the case of an election, Nominating Committee providing that: (i) nominating such individual to be elected as a director as provided herein, (ii) 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 shall be increased by one Class II seat and the size of the 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 a director of the Company effective immediately to fill the newly-created directorship (and vacancy) resulting from such increase in order the size of the Board (and, for clarity, not be required to appoint stand for election at the JD Director. 2008 Annual Meeting); and (biii) the Sun Designee shall be appointed to serve as a member of the Nominating Committee. In the event of 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 JD Director 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 applicable. As promptly as reasonably practicable after the 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 (or any other vacancy created by removal thereof)including under Schedule 14A, JD shall have Regulation 14A and Regulation S-K promulgated under the exclusive right to designate a replacement to fill such vacancy and serve on the BoardSecurities Act of 1933, as amended, and the Company shall promptly cause Exchange Act (collectively, the appointment or “Proxy Rules”)) to be included in a proxy statement with respect to the nomination and election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)directors. (cb) 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 JD Director is up for re-The Company agrees that, pending ▇▇. ▇▇▇▇▇’▇ appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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, invite ▇▇. ▇▇▇▇▇ to participate in all meetings of the Board of Directors of the Company or any of its Subsidiariesin a nonvoting observer capacity, (ii) conviction forgive ▇▇. ▇▇▇▇▇ 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, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse permit ▇▇. ▇▇▇▇▇, at his election, to attend such meetings telephonically, (iv) give ▇▇. ▇▇▇▇▇ copies of illegal drugs all notices, minutes, consents, reports and other material that the Company provides to its directors when such material is provided to the directors, (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 other controlled substances or habitual intoxication.otherwise perform its obligations under this Section 1 with respect to the Sun Designee

Board Representation. (a) For as long as JD holds no less than twelve and half percent Subject to Section 2.1(g), the Board shall include: (12.5%i) 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 designee of the Board Berkshire Fund Group (such directorperson, the “Berkshire Fund Designee”), which Berkshire Fund Designee shall not be a director or officer of a Company Competitor; and (ii) one (1) designee of the WB Fund Group (such other individual person, the “WB Fund Designee” and, together with the Berkshire Fund Designee, the “Fund Designees”), which WB Fund Designee shall not be a director or officer of a Company Competitor. (b) The Company agrees to include in the slate of nominees recommended by the Board, the Fund Designees as required hereby. (c) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director designated pursuant to clause (i) or (ii) of Section 2.1(a), the remaining Directors and the Company shall cause the vacancy created thereby to be filled as soon as possible by a new designee of the Stockholder that has the right to designate such Director, who may be is designated by JD in the manner specified in this Section 2.1, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the “JD Director”)same. (d) Each of the Stockholders agrees to vote promptly, and or act by written consent with respect to, any Voting Securities beneficially owned by it, at each annual or special meeting of stockholders of the Company shall promptly at which Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, to cause the appointment or Fund Designees to be elected to the Board as provided in this Section 2.1. Each of the Stockholders agrees to use its commercially reasonable efforts to cause the election of each such JD Director designee 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 election, (i) including nominating such individual individuals to be elected as members of the Board. In the event that a director as provided hereinvacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director designated pursuant to clause (i) or (ii) recommending of Section 2.1(a) and the remaining Directors pursuant to Section 2.1(c) have not caused the vacancy created thereby to be filled by a new designee of the applicable Stockholder, then in such case each Stockholder hereby agrees to take, at any time and from time to time, all actions necessary to fill such vacancy as provided in Section 2.1(c). Upon the written request of any Stockholder, each other Stockholder shall vote promptly, or act by written consent with respect to, all Voting Securities beneficially owned by it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such Stockholder and to elect any replacement Director designated by such Stockholder. No Stockholder shall take any action to cause the removal of any Director designated by any other Stockholder, unless such other Stockholder so requests in writing. (e) The Company shall reimburse each Stockholder Designee for reasonable out-of-pocket expenses incurred by them for the purpose of attending meetings of the Board or committees thereof and agrees that all members of the Board shall be entitled to the Shareholders same compensation as may be approved from time to time. (f) The respective rights of the election Berkshire Fund Group and the WB Fund Group pursuant to Section 2.1, Section 2.2 and Section 2.3 are personal to such Fund Groups and may not be transferred or assigned to, or exercised by, any Transferee. (g) At such time as (x) the Berkshire Fund Group ceases in the aggregate to own a number of such JD Director shares of Common Stock equal to at least a majority of the shares of Common Stock purchased by the Berkshire Fund Stockholders pursuant to the Board Stock Purchase Agreement on the Stock Purchase Closing Date, and/or (y) the WB Fund Group ceases in any meeting the aggregate to own a number of Shareholders shares of Common Stock equal to elect directors, including soliciting proxies in favor at least a majority of the election shares of Common Stock purchased by the JD DirectorWB Fund Stockholders pursuant to the Stock Purchase Agreement on the Stock Purchase Closing Date, such Fund Group shall permanently cease to have the right to designate any Directors pursuant to Section 2.1 and any rights or obligations pursuant to Section 2.1, Section 2.2, Section 2.3 and Section 2.4 and such sections shall at such time become void and of no further force or effect with respect to such Fund Group. (iiih) including such nomination In the event the Berkshire Fund Group or the WB Fund Group shall cease to have the right to designate a Director in accordance with Section 2.1(g), the Berkshire Fund Group or the WB Fund Group shall cause the Berkshire Fund Group’s or the WB Fund Group’s Fund Designee(s), as the case may be, to resign from the Board and recommendation regarding such individual the Directors remaining in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding office shall decrease the size of the Board in order to appoint the JD Directoreliminate such vacancy. (bi) In the event The Company agrees to cause at least one meeting of the deathBoard to be held each fiscal quarter, disability, retirement or resignation and to make provisions such that any member of the JD Director Board may attend such meetings by remote means (e.g., by telephone or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreementvideo conference). (cj) At any meeting The Company shall maintain a directors’ and officers’ liability insurance policy with such levels of coverage as are reasonably appropriate for a company in the Company Business of the Board or any annual general or other meeting size of the Shareholders that may Company. (k) The Fund Designees shall, at the time of designation, be held from time to time at which the JD Director is up for re-appointment subject to the Board, reasonable approval of the Company shall cause based upon the Board to re-appoint the JD Director to serve on the Board Fund Designees’ financial, operational 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 the Memorandum and Articles and any Applicable Lawindustry knowledge. The Company agrees that it shall not take any actionacknowledges that, in favor the case of the removal Berkshire Fund Group, B▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is approved to serve as the Berkshire Fund Group’s Fund Designee, and that in the case of the JD Director unless such removal WB Fund Group, M. S▇▇▇▇▇ ▇▇▇▇▇▇▇ is approved to serve as the WB Fund Group’s Fund Designee. (l) To the extent the Board increases in size beyond nine (9), the number of Directors designated by each of the Berkshire Fund Group and the WB Fund Group shall be for Cause. Removal for “Cause” adjusted to ensure proportional representation (based on the same ratio calculated with respect to the nine (9) Directors, assuming seven (7) designees other than those of the Berkshire Fund Group and the WB Fund Group, one (1) designee of the Berkshire Fund Group and one (1) designee of the WB Fund Group); provided that the number of Berkshire Fund Designee(s) and the WB Fund Designee(s) shall mean removal of a director because of such director’s (i) willful misconduct that is materially injuriousbe rounded down to the nearest whole number, monetarily or otherwisebut subject to Section 2.1(g), to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationnot fewer than one designee.

Board Representation. (a) For From and after the First Tranche Closing Date and for as long as JD the Purchaser holds no less than twelve any Securities, the Company shall take all actions within its control as are necessary to cause the election or appointment as a member of the Board (and half percent (12.5%any executive committee thereof) of an individual to be designated by the then issued and outstanding share capital Purchaser, including without limitation, nominating the representative identified by the Purchaser for election as a director of the Company at any meeting of the Company's stockholders at which directors will be elected, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (recommending 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 representative's election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum soliciting and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting voting 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 directorsrepresentative's election, and (iv) if necessaryfilling any vacancies created by death, expanding the size of the Board in order to appoint the JD Directorresignation, removal or otherwise with such representative. (b) In the event addition to, and without limitation of the deathPurchaser's rights pursuant to paragraph (a) of this Section, disabilityfrom and after the First Tranche Closing Date and for as long as the sum of (i) all First Tranche Common Shares, retirement (ii) all Conversion Shares (including for purposes of this clause (ii) all Conversion Shares that would be issuable upon conversion in full of all outstanding Notes as of such time) and (iii) all Warrant Shares (including for purposes of this clause (iii) all Warrant Shares that would be issuable upon exercise in full of all outstanding Warrants as of such time), held by the Purchaser equals or resignation exceeds 50% of the JD Aggregate Perseus Ownership as of such time, the Company shall take all actions as are necessary to: (A) cause the election or appointment as a member of the Board of a Qualified Independent Director (as defined below); and (B) permit an individual to be designated by the Purchaser to attend (in person or by telephone) as an observer (a "Perseus Observer") all meetings of the Board (and any other vacancy created by removal executive committee thereof). Notwithstanding the foregoing, JD if any Second Tranche Notes are purchased by the Purchaser, then at any time that the Purchaser would be entitled to designate an observer to the Board pursuant to the foregoing clause (B), the Purchaser shall have the exclusive right be entitled in lieu thereof, to designate a replacement second representative for election or appointment to fill such vacancy and serve on the Board, Board and the Company shall promptly take all actions within its control as are necessary to cause the election or appointment or election as a member of such individual to the Board (who shalland any executive committee thereof) of such representative, following including without limitation, nominating the representative identified by the Purchaser for election as a director of the Company at any meeting of the Company's stockholders at which directors will be elected, recommending such appointment or representative's election to the Board, soliciting and voting proxies in favor of such representative's election, be the JD Director for and filling any vacancies created by death, resignation, removal or otherwise with such representative. For purposes of this Agreementparagraph (b), a "Qualified Independent Director" means an individual to be designated by the Company, who meets the applicable Nasdaq listing standards to qualify as an independent director of the Company and whose election to director has been affirmatively consented to in advance by the Purchaser. The Company shall provide to any Perseus Observer copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at the same time such materials are provided to members of the Board. At least one Perseus Director shall have the right to attend and participate fully in a non-voting capacity in all meetings of each of the Board's Nominating and Corporate Governance and Compensation Committees, or any equivalent committees, including receipt of all information provided to Committee members at the same time such information is provided to Committee members. (c) At any meeting time that the Purchaser have the right to designate one member of the Board pursuant to paragraph (a) of this Section, the Company shall take all actions as are necessary to cause the Board to consist of not more than seven members, including the member of the Board designated by the Purchaser; provided, that at any time that the Purchaser has the right to designate a second member of the Board pursuant to paragraph (b) of this Section, the Company shall take all actions as are necessary to cause the Board to consist of not more than eight members, including the two members designated by the Purchaser. (d) The Company shall reimburse all reasonable expenses (including travel and lodging expenses) incurred by the Perseus Directors or the Perseus Observers, in connection with their attendance at meetings of the Board or committees thereof. The Company shall provide and maintain in effect customary indemnification (including provisions relating to the advancement of expenses incurred in the defense of any annual general action or other meeting suit) of the Shareholders that may Perseus Directors, and in any event such indemnification shall be held from time to time at which on terms no less favorable than those provided as of the JD Director is up for re-appointment date of this Agreement to the Boardmembers of the Board of Directors pursuant to the Certificate of Incorporation, the Bylaws, applicable Law or otherwise. In addition, the Company shall cause obtain and maintain in effect a customary officers' and directors' liability insurance policy covering acts and omissions of the Board to re-appoint the JD Director to serve on the Board Perseus Directors and shall use best efforts to ensure having a coverage limit of not less than $5,000,000. (e) At any time that the JD Director Purchaser is re-appointed by the Shareholders entitled to designate a member of the Board pursuant to this Section, the terms of Purchaser may elect to substitute in lieu thereof a Perseus Observer, or may waive such rights in their entirety. As promptly as practicable (and in any event no later than 10 Business Days) following the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any actionPurchaser's written request, in favor of the removal of the JD Director unless made at such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s time as (i) willful misconduct the Purchaser shall have waived its right to designate any Perseus Directors and Purchaser's right to a Perseus Observer; and (ii) no member of the Board is a director, officer, employee or partner of the Purchaser or any Affiliate of the Purchaser, the Company shall publicly disclose any material event or circumstance that is materially injurious, monetarily has occurred or otherwise, material information that exists with respect to the Company or any of its SubsidiariesSubsidiaries or its or their business, (ii) conviction forproperties, operations or guilty plea financial conditions, which, under applicable Law, requires public disclosure or announcement by the Company prior to the Company's purchase or sale of its securities but which has not been so publicly announced or disclosed. From and after the delivery of a written request described in the preceding sentence, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, a felony provide the Purchaser with any material nonpublic information regarding the Company or a crime involving moral turpitudeany of its Subsidiaries without the express written consent of the Purchaser. (f) The actions to be taken by the Company pursuant to this Section 5.11 shall include appointing the Perseus Directors to the Board, or (iii) abuse granting one Perseus Director the rights contemplated by the last sentence of illegal drugs or other controlled substances or habitual intoxicationSection 5.11(b), and nominating the representatives identified by the Purchaser for election as directors of the Company at any meeting of the Company's stockholders at which such directors will be elected, recommending their election to the Board, and soliciting and voting proxies in favor of their election. For purposes of clarification, the Company shall not be deemed to be in breach of its obligations under this Section 5.11, in the event that the Company has complied with the terms and conditions set forth herein, and the representatives identified by the Purchaser are not elected to the Board by the Company's stockholders.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) 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 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending Prior 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 effectiveness 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the BoardMerger, the Company shall cause Manager will identify to HEOP and Heritage Oaks Bank (“HEOP Bank”) in writing two (2) candidates (the Board to re-appoint the JD Director “Manager Nominees”) to serve on the Board of Directors of HEOP (the “HEOP Board”) and the Board of Directors of the HEOP Bank (the “Bank Board”). Upon the effectiveness of the Merger, HEOP will appoint each such Manager Nominee to the HEOP Board and to the Bank Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements, and (b) the receipt of any necessary regulatory approvals, if any. (ii) From and after the Merger, and for so long as the Investors’ beneficial ownership (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the issued and outstanding shares of the common stock of HEOP (“Investors’ Beneficial Ownership”) is equal to 14.9% or more, HEOP will take all lawful action to (i) elect the Manager Nominees designated in writing by the Manager who qualify to serve as a member of the Bank Board under all applicable corporate governance policies or guidelines of HEOP Bank, and applicable legal, regulatory and stock market requirements, to the Bank Board and (ii) nominate and recommend to its shareholders the Manager Nominees for election to the HEOP Board at HEOP’s annual meeting of shareholders, subject to such Manager Nominee being qualified to serve as a member of the HEOP Board under all applicable corporate governance policies or guidelines of HEOP, and applicable legal, regulatory and stock market requirements and subject to the reasonable approval of the Nominating and Governance Committee of the HEOP Board (such approval not to be unreasonably withheld or delayed). HEOP shall use its reasonable best efforts to ensure that cause the JD Director is re-appointed by the Shareholders Manager Nominees to be elected as directors of HEOP, and HEOP shall solicit proxies for each such person to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that same extent as it shall not take any action, in favor of the removal of the JD Director unless such removal shall be does 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 the Company or any of its Subsidiariesother nominees to the HEOP Board. The Manager shall notify HEOP of its proposed Manager Nominee(s) to the HEOP Board, in writing, no later than the latest date on which shareholders of HEOP may make nominations to the HEOP Board in accordance with the bylaws of HEOP, together with all information concerning such nominee(s) reasonably requested by HEOP, so that HEOP can comply with applicable disclosure rules (iithe “Nominee Disclosure Information”); provided that in the event the Manager fails to provide any such notice, the Manager Nominee(s) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or shall be the person(s) then serving as the Manager Nominee(s) as long as the Manager provides the Nominee Disclosure Information to HEOP promptly upon request by HEOP. (iii) abuse At such time as the Investors’ Beneficial Ownership is less than 14.9% but more than 6%, the Manager shall continue to have the rights under subsection 1(ii) above, but only with respect to one (1) director, and at the written request of illegal drugs the HEOP Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the Bank Board as promptly as possible thereafter. At such time as the Investors’ Beneficial Ownership is less than 6%, the Manager will have no further rights under this letter agreement, and at the written request of the HEOP Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the Bank Board as promptly as possible thereafter. (iv) If any Manager Nominee ceases to serve as a director of the HEOP Board and/or the Bank Board for any reason (other than due to the fact that the Investors’ Beneficial Ownership falls below the thresholds set forth in this letter agreement), HEOP shall use its reasonable best efforts to take all action required to fill the vacancy or other controlled substances vacancies created thereby with an individual designated by the Manager (a “Manager Successor Designee”) to serve in place of such Manager Nominee for the remainder of the term that the Manager Nominee who is being replaced would have served if he or habitual intoxicationshe had not been replaced, subject to such Manager Successor Designee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements. (v) Subject to subsection 1(vi) below, if a Manager Nominee is nominated by HEOP but not elected to the HEOP Board, HEOP shall immediately increase the size of the HEOP Board and appoint an individual designated by the Manager (such individual to be different from the individual who was not elected by the shareholders of HEOP) to the HEOP Board. (vi) Anything to the contrary provided in this Section 1 notwithstanding, no increase in the size of the HEOP Board shall be required by this Section 1 if it would cause the size of the HEOP Board to exceed the maximum size permitted under HEOP’s articles of incorporation or bylaws; provided that HEOP shall use its reasonable best efforts to amend such articles of incorporation or bylaws to increase the number of directorships necessary to appoint the individual designated by the Manager, including, without limitation, submitting a shareholder proposal to amend the articles of incorporation or bylaws to increase the number of seats submitted to a vote of shareholders at HEOP’s next annual meeting of shareholders.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) 7.1 Effective at Closing, the size of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD Board shall be entitled to designate increase by one (1) director director, and subject to the Board conditions described in the Voting and ROFR Agreement to be executed at the Closing, (a) such director, or such other individual vacancy shall be filled by a person who may be is designated by JD from time to time, Investor (the “JD Investor Director”)) and who shall have no criminal record and the appointment of which shall not cause the Company to violate any anti-corruption rules or to lose any material licenses, and the Company shall promptly cause the appointment (b) such person shall, unless removed by Investor or election of such JD Director to the Boardotherwise as provided in clause 7.2 below or for cause, including, convening serve as a meeting duly appointed director of the Company. Each subsequent designee of Investor shall be nominated by the Board pursuant to for election by the Memorandum and Articles and appointing such JD Director Board or the shareholders to the Board, and if so appointed, shall serve as a duly appointed director of the Company all as set forth and subject to the conditions described in the case Voting and ROFR Agreement to be executed at the Closing. 7.2 From the date hereof, the Company shall procure that, on or prior to, and as a condition to, its issuance of an electionany Securities (other than in connection with the grant and exercise of options and Restricted Stock under the Company’s Existing Share Incentive Plans, provided that the Company shall ensure that no exercise of (i) nominating such individual to be elected as a director as provided herein, options or (ii) recommending issuance (to the Shareholders extent such issuance dilutes the election ownership of such JD Director to Winner Crown (as defined in the Board in any meeting Voting and ROFR Agreement) for the purposes of Shareholders to elect directors, including soliciting proxies in favor Article 86(1B) of the election Articles) or vesting of Restricted Stock would result in Winner Crown ceasing to be entitled, pursuant to Article 86(1B) of the JD DirectorArticles, (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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment two directors to the Board, at any time prior to the convening of the first meeting of the shareholders of the Company after the Closing), the Articles will be amended as provided in the Voting and ROFR Agreement to take effect from and after the Closing, provided that such obligation shall cause permanently terminate upon the Board earliest to re-appoint occur of any termination event with respect to such right of board representation as provided in clause 2 or clause 8 of the JD Director Voting and ROFR Agreement other than pursuant to serve on clause 8.1(a) therein. In addition, in the Board event the Company consummates any statutory merger, scheme of arrangement or other similar event, the obligations in clauses 7.1 and 7.2 shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders bind any successor in interest to the Board pursuant Company. 7.3 The references to the terms Voting and ROFR Agreement herein shall be to all relevant provisions of the Memorandum Voting and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor ROFR Agreement (including those relevant to the termination of the removal Investor’s right of board representation provided herein) regardless of whether or not the JD Director unless such removal Voting and ROFR Agreement is then in effect or has been terminated. 7.4 For the avoidance of doubt, the provisions of this clause 7 shall be 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 survive the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationClosing until terminated as provided herein.

Board Representation. (a) For as long as JD holds no less than twelve (i) On or prior to the Closing Date, the Nominating and half percent (12.5%) Governance Committee of the then issued Board (the “Nominating Committee”), in accordance with the Nominating Committee’s Charter and outstanding share capital the Company’s Organizational Documents, shall (A) increase the size of the CompanyBoard from eight (8) to nine (9) Directors and (B) appoint the Stockholder or one other individual designated by the Stockholder to serve on the Board (the “First Stockholder Designee”) and it is hereby agreed that, notwithstanding anything to the contrary contained herein, the Stockholder satisfies the applicable requirements set forth in Section 3.1(b); provided, however, that if the Stockholder is not the First Stockholder Designee, the First Stockholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a First Stockholder Designee Board Right Termination Event occurs, the Stockholder shall promptly cause the First 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 First Stockholder Designee is then appointed or on which he or she is then serving, and the right of the Stockholder to designate such First Stockholder Designee shall terminate. In the event that the Nominating Committee shall determine in its good faith reasonable judgment that the First Stockholder Designee does not satisfy the applicable requirements set forth in Section 3.1(b)(iv), then the Nominating Committee shall provide the Stockholder with a fully diluted basiswritten explanation of the basis for such decision. For the avoidance of doubt, JD if the individual designated by the Stockholder to serve on the Board as the First Stockholder Designee does not meet the requirements of Section 3.1(b), then the Stockholder shall be entitled to designate one another individual to serve on the Board as the First Stockholder Designee. The First Stockholder Designee shall be appointed as a Class II Director. (1ii) director At any time during the two (2) year period following the Closing Date, upon the request of the Stockholder to approve a second individual designated by the Stockholder to serve on the Board (such directorthe “Second Stockholder Designee”, or such other individual who may be designated by JD from time to timeand together with the First Stockholder Designee, the “JD DirectorStockholder Designees”), the Nominating Committee, in accordance with the Nominating Committee’s Charter and the Company Company’s Organizational Documents and subject to its fiduciary duties, shall promptly cause reasonably consider such request for a Second Stockholder Designee in good faith and, if the appointment or election of Nominating Committee determines to fulfill such JD Director request, the Nominating Committee and the Board shall take such actions as are necessary to the Boardappoint such Second Stockholder Designee, 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 election, (iA) nominating such individual to be elected as a director as provided herein, (ii) 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 increasing the size of the Board or (B) filling a vacancy on the Board with the Second Stockholder Designee; provided, however, that such Second Stockholder Designee shall satisfy the applicable requirements set forth in order Section 3.1(b); provided, further, that if a Second Stockholder Board Right Termination Event occurs, the Stockholder shall promptly cause the Second Stockholder Designee, if any, then serving on the Board to appoint resign, effective immediately, from the JD Board and from any committees or subcommittees thereof to which such Second Stockholder Designee is then appointed or on which he or she is then serving, and the right of the Stockholder to designate such Second Stockholder Designee shall terminate. For the avoidance of doubt the Nominating Committee and the Board shall comply with the request made by the Stockholder pursuant to this Section 3.1(a)(ii) unless they shall determine in good faith that (1) the Second Stockholder Designee does not satisfy the applicable requirements set forth in Section 3.1(b) or (2) complying with such request shall cause the Nominating Committee and the Board to breach their respective fiduciary duties, provided, however, in the case of any such determination the Nominating Committee shall provide the Stockholder with a written explanation of the basis for its decision not to comply with the Stockholders request under this Section 3.1(a)(ii). For the avoidance of doubt, if the individual designated by the Stockholder to serve on the Board as the Second Stockholder Designee does not meet the requirements of Section 3.1(b), then the Stockholder shall be entitled to designate another individual to serve on the Board as the Second Stockholder Designee. The Second Stockholder Designee shall be appointed as a Class I Director. (biii) In For the event avoidance of the deathdoubt, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause may at any time and from time to time increase or decrease the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At any meeting size of the Board or any annual general 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. (iv) Upon the request of the Stockholder, the Board and Nominating Committee shall not nominate a Stockholder Designee for re-election to the Board at the next annual meeting of stockholders of the Shareholders that may be held from time to time Company at which the JD such Director is up for re-election and, subject to this Section 3.1, the Stockholder shall be entitled to appoint another Stockholder Designee to replace such individual. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Stockholder Designee designated by the Stockholder 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 NYSE 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 the Board Right Termination Event applicable to such Stockholder Designee, and (iv) shall, in the good faith reasonable judgment of the Nominating Committee, satisfy the requirements set forth in the Company’s Organizational Documents and Code of Business Conduct and Ethics for Officers, Directors and Employees of the Corporation (the “Code of Business Conduct”) 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. Each 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 Code of Business Conduct (other than any such code or policy, or portion thereof, if any, that conflicts with the obligations of the Stockholder under this Agreement or would impose any obligation on the Stockholder not expressly set forth in this Agreement). For the avoidance of doubt, the Company shall cause provide each Stockholder Designee with the Board same rights to reindemnification and exculpation, including, without limitation, indemnification agreements and directors’ and officers’ insurance coverage, as are available from time to time to non-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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationemployee Directors generally.

Board Representation. (a) For The Corporation and the Stockholders shall take such corporate actions as long may be required to ensure that (i) the number of directors constituting the Board is at all times seven, and (ii) the presence of four directors is required to constitute a quorum of the Board. Notwithstanding the foregoing or anything to the contrary contained in the by-laws of the Corporation, the Corporation, and the Major Stockholders and the Management Members (to the extent any such Major Stockholder or Management Member, or any Affiliate thereof, is an officer or director of the Corporation), shall utilize commercially reasonable efforts to schedule meetings of the Board and meetings of the Audit Committee (as JD holds no defined below) at times that are mutually acceptable to all directors. (b) The holders of a majority of all Investor Shares shall be entitled: (i) to nominate one individual to the Board to serve as director (the “Investor Director”) until his or her respective successor is elected and qualified, (ii) to nominate the successor to the Investor Director and (iii) to direct the removal from the Board of any director nominated under the foregoing clauses (i) or (ii). The Investor Director shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇. (c) Each nomination or any proposal to remove the Investor Director from the Board shall be made by delivering to the Corporation a notice signed by holders of not less than twelve and half percent (12.5%) 50% of the then issued and outstanding share capital Investor Shares. As promptly as practicable, but in any event within ten days, after delivery of such notice, the Corporation shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or removal proposed in such notice. Such corporate actions may include calling a meeting or soliciting a written consent of the CompanyBoard, on or calling a fully diluted basis, JD meeting or soliciting a written consent of the Stockholders. (d) The holders of a majority of all Investor Shares shall be entitled to designate one individual as a non-participating observer (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD DirectorObserver”), and the Company shall promptly cause the appointment or election of such JD Director ) to the Board, including, convening a meeting be present at all meetings of the Board pursuant and all committees thereof. The Observer shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. The Corporation shall give the Observer the same notice and information with respect to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 meetings of the Board and all committees thereof; provided, however, that the Observer shall agree to hold all information so provided in order confidence and trust; provided, further, that the Corporation reserves the right to appoint withhold any information and to exclude the JD Director. (b) In Observer from any meeting or portion thereof if the event Board determines in good faith that access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Corporation and its counsel or would result in disclosure of trade secrets to the Observer or if the individual designated as the Observer is a direct competitor of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)Corporation. (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) At all times commencing upon the consummation of the then issued IPO and outstanding share capital continuing until such time as the Company is required to comply with Rule 303A.01 of the Company, on a fully diluted basis, JD shall be entitled to designate one New York Stock Exchange Listed Company Manual or any successor rule thereto (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD DirectorNYSE 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 shall promptly cause (the appointment “Stockholders”) for election as directors at any annual or election of such JD Director to the Board, including, convening a special meeting of the Stockholders at which directors of the Company are to be elected, such individuals as 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 the Company with such rule, VGG shall cause one or 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 Board of Directors less than the number of directors that it is then permitted to nominate pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 DirectorSection 2(b). (b) In the event During such time as (i) VGG owns less than a majority (but at least one) of the death, disability, retirement or resignation then outstanding shares of the JD Director capital stock of the Company that are entitled to vote generally in the election of directors (or any other vacancy created by removal thereof)the “Voting Shares”) and (ii) the Company is required to comply with the NYSE Majority Independent Board Rule, JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, Company and the Company Board of Directors shall promptly cause include, acting through the appointment or election Corporate Governance and Nominating Committee of such individual to the Board (who shallof Directors, following such appointment in the slate of nominees recommended to Stockholders for election as directors at any annual or electionspecial meeting of the Stockholders at which directors of the Company are to be elected, be the JD Director for purposes of this Agreement)not less than four VGG Nominees. (c) At Vacancies arising through the death, resignation, disqualification or removal of a VGG Nominee may be filled by the Board of Directors only with a person designated by VGG (and such person shall be deemed to be a VGG Nominee). (d) Notwithstanding the provisions of this Section 2, VGG shall not be entitled to 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 such determination) that (A) such person would not be qualified under any 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 the Corporate Governance and Nominating Committee under applicable law. Except as set forth in the 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 the 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 Board or Stockholders (and such notice shall be delivered to VGG at least 120 days prior to such expected mailing date with respect to any annual general or other meeting of the Shareholders that may be held from time Stockholders and at least 30 days prior to time at which such expected mailing date with respect to any special meeting of the JD Director is up for re-appointment 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 BoardVGG Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify VGG of 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 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor including making or recommending any amendment to the Certificate of Incorporation or Bylaws, that would decrease the size of the removal Board of Directors if such decrease would cause the JD Director unless such removal shall be 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 otherwiseCompany to fail to satisfy the NYSE Majority Independent Board Rule, to the Company or any extent then applicable, without the resignation of its Subsidiaries, (ii) conviction fora VGG Nominee from the Board of Directors, or guilty plea tothat otherwise could reasonably be expected to adversely effect VGG’s rights under this Agreement. (g) Without limiting the foregoing, a felony the Company agrees that it will not enter into any agreement or a crime involving moral turpitude, understanding or (iii) abuse 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 illegal drugs or other controlled substances or habitual intoxicationVGG set forth in this Agreement.

Board Representation. (a) For as long as JD holds no less than twelve and half percent From the date of this Agreement, the Company and, after the Effective Time, the Surviving Corporation, shall take all Necessary Actions such that: (12.5%i) of Immediately following the then issued and outstanding share capital of Effective Time, a nominee selected by Sponsor, subject to the Company, on a fully diluted basis, JD shall be entitled to designate one ’s reasonable approval (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Sponsor Director”), and shall serve as a director of the Surviving Corporation for a term expiring at the second annual meeting of stockholders of the Company shall promptly cause following the appointment or election of such JD Effective Time (the “Sponsor Director to Term”); (ii) Should the Sponsor Director resign from the Board, including, convening a meeting of become unable to serve on the Board pursuant due to death, disability or other reasons or otherwise cease to serve on the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, Board for any reason (i) nominating such individual including failure to be elected as a director as provided herein, (iiby the shareholders of the Company) recommending prior 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 expiration of the election of Sponsor Director Term, 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall Sponsor will have the exclusive right to designate a replacement director who shall serve as a director of the Company for the remainder of the Sponsor Director Term, subject to fill the Company’s reasonable approval; and (i) From the Effective Time until such vacancy time as the Lock-up Period has ended and serve on 100% of the BoardSponsor Shares have vested (such period, the “Board Observer Term”), Sponsor shall have the right to designate a non-voting observer (in such capacity, the “Board Observer”), who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇▇”), who shall be entitled to attend each regularly scheduled, special and other meeting (including telephonic meetings) of the Board and any committees thereof, and shall be given copies of all notices, reports, minutes, consents and other documents and materials at the Company shall promptly cause time and in the appointment or election of such individual manner as are provided to the Board (or the applicable committee thereof, but shall not have any fiduciary duties to the Company or its stockholders as a result of his capacity or service as an observer as contemplated hereby; provided, that should ▇▇. ▇▇▇▇▇▇▇▇ become unable to serve as the Board Observer due to death, disability or other reasons or otherwise cease to serve as the Board Observer for any reason prior to the expiration of the Board Observer Term, the Sponsor will have the right to designate a Person, subject to the Company’s reasonable approval, who shallshall serve as the Board Observer until the end of the Board Observer Term; provided, following further, that the Board Observer shall enter into a mutually acceptable, customary confidentiality agreement in form and substance reasonably satisfactory to the Company, and shall also agree to hold any information received as a Board Observer subject to the fiduciary duties that such appointment or electionBoard Observer would have to the Company and its stockholders were such Board Observer a director of the Company; provided, further, that the Board Observer may be the JD Director for purposes excluded from access to any portion of this Agreement). (c) At any meeting of the Board or any annual general committee thereof or other any portion of meeting materials relating thereto as determined in the Board’s discretion (including if the Board determines that (A) such exclusion is reasonably necessary to (1) preserve attorney-client, work product or similar privilege, (2) comply with applicable law, or (3) protect highly confidential information of the Company or confidential information of third parties that the Company is required to hold in confidence or (B) such access could reasonably be expected to result in an actual or potential conflict of interest with the Company provided, however, that such exclusion shall not extend to any portion of the meeting or meeting materials that does not involve or pertain to such exclusion). For the avoidance of doubt, the Board Observer shall not be a member of the Board, and accordingly shall not be permitted to vote at any meeting of the Shareholders that Board or be counted for purposes of determining whether there is a sufficient quorum for the Board to conduct its business. (b) Notwithstanding anything to the contrary herein, any Person serving as the Board Observer designated pursuant to this Section 6 may be held removed from time their position for Cause; provided that Sponsor shall have the right to time at which the JD Director is up for re-appointment designate another Person reasonably acceptable to the BoardCompany to serve as the Board Observer until the end of the Board Observer Term. (c) The Company agrees that any director serving on the Board pursuant to this Section 6 shall be entitled to the same rights and privileges applicable to all other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, the Company shall cause indemnify, exculpate, and reimburse fees and expenses of such director and provide such director with directors’ and officers’ liability insurance to the Board to re-appoint same extent it indemnifies, exculpates, reimburses and provides insurance for 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 other members of the Board pursuant to the terms Charter, the Bylaws or other organizational documents of the Memorandum Company, any indemnification agreement with such director, applicable Law or otherwise. (d) The Company shall reimburse the Board Observer for all reasonable and Articles documented out-of-pocket expenses incurred by the Board Observer in connection with the Board Observer’s attendance at meetings of the Board and any Applicable Lawcommittees thereof. The Company agrees that shall use commercially reasonable efforts to provide the Board Observer with directors’ and officers’ liability insurance to the same extent it shall not take any action, in favor provides insurance for the directors of the removal of Company and enter into an indemnification agreement with the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of Board Observer in a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, form mutually acceptable to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationand the Board Observer.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) 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 Until the date on which the Shareholders own, collectively, less than 23,958,000 Shares (the "Shareholder Designee Period"): --------------------------- (1) The Board of Directors of the Company (the "Board of -------- Directors") shall consist of no more than seven directors. --------- (2) The Company shall support the nomination of, and use its best efforts to cause the Board (such directorof Directors to include in the slate of nominees recommended to shareholders for election as directors, or such other individual who may be no fewer than the Requisite Number of persons designated by JD the Shareholders (the "Shareholder ----------- Designees"). --------- (3) If any vacancy (whether by death, retirement, disqualification, removal from time office or other cause) is created by a Shareholder Designee ceasing 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 election, (i) nominating such individual to be elected serve as a director as provided herein(other than by reason of the Requisite Number being reduced from 4 to 2), (ii) recommending to the Board of Directors shall appoint a person designated by 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Boardvacancy, and the Company such person shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director a Shareholder Designee for purposes of this Agreement). (c4) At any meeting The Shareholders shall be entitled to have at least one Shareholder Designee serve on each committee of the Board of Directors other than any committee formed solely for the purpose of considering matters relating to the Shareholders (a "Non-Shareholder Committee"). So long as the Requisite Number is 4, the Shareholders shall be entitled to have Shareholder Designee's constitute a majority of the members of each committee of the Board of Directors other than a Non-Shareholder Committee. (2) If requested by any party, the provisions of this Section shall be further effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, which provisions shall not be further amended during the Shareholder Designee Period. (3) Notwithstanding the provisions of this Section, the Shareholders shall not be entitled to designate any person to the Board of Directors (or any annual general committee thereof) if the Company receives a written opinion of its outside counsel that such person would not be qualified under any applicable law, rule or other meeting regulation to serve as a director of the Company. The Company shall use its reasonable best efforts to notify the Shareholders that may be held from time of any objection to time at a Shareholder Designee sufficiently in advance of the date on which the JD Director is up for re-appointment to the Board, proxy materials are mailed by the Company shall cause in connection with such election of directors to enable the Board Shareholders to re-appoint propose a replacement Shareholder Designee in accordance with the JD Director to serve terms of this Agreement. (4) Each Shareholder Designee serving on the Board of Directors shall be entitled to all compensation and shall use best efforts stock incentives granted to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms directors who are not employees of the Memorandum and Articles and any Applicable Law. Company on the same terms provided to such directors. (5) The Company agrees that it provisions of this Section 2 shall not take any action, in favor terminate on the last day of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationShareholder Designee Period.

Board Representation. (a) For As a condition to your nomination for election as long a director of the Company at the 2012 Meeting, you and the Investor Group shall provide to the Company the information required to be disclosed for candidates for directors and their Affiliates and Representatives in a proxy statement under the federal securities laws and applicable rules and regulations of The New York Stock Exchange and such other information as JD holds no less than twelve reasonably requested by the Company from time to time with respect to you and half the Investor Group. (b) Nominee agrees that, at all times while serving on the Board, he will: (i) meet all independence and other standards under applicable rules of The New York Stock Exchange and the Securities and Exchange Commission (the “SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) be qualified to serve as a director under the New Jersey Business Corporation Act, as amended (the foregoing in these clauses (i) and (ii) being referred to as the “Conditions”). Nominee agrees to promptly advise the Chairperson of the Governance Committee in writing if he ceases to satisfy any of the Conditions. If (i) Nominee ceases to satisfy any of the Conditions or breaches any of his obligations under this Section 1, or (ii) any member of the Investor Group fails to comply in all material respects with any of the terms of this agreement, in either case upon the request of the Board, Nominee shall promptly deliver his written resignation to the Board. (c) At all times while serving as a director, Nominee shall: (i) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of conduct and corporate governance guidelines; and (ii) keep confidential and not publicly disclose discussions and matters considered in meetings of the Board and Board committees, unless previously disclosed publicly by the Company. (d) If, at any time while Nominee is serving as a director, the members of the Investor Group, collectively, cease to beneficially own, in the aggregate, at least five percent (12.55%) of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one Voting Securities (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD DirectorMinimum Threshold Resignation”), and then upon notice from the Company shall promptly cause the appointment or election of such JD Director Board 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 electionInvestors, (i) nominating such individual to be elected as a director as provided hereinthe Company’s obligations under the first paragraph of this agreement shall terminate immediately, and (ii) recommending Nominee shall offer to resign from the Board immediately and, if requested by the Governance Committee, the Chairman of the Board, the lead director of the Board or the Board, he shall promptly deliver his written resignation to the Shareholders Board. Notwithstanding the election foregoing, (x) any derivative, hedging or similar arrangement (including Derivative Instruments) that has the effect of such JD Director to increasing the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor voting power or economic interest of the election members of the JD Director, (iii) including such nomination and recommendation regarding such individual Investor Group in the Company’s notice Voting Securities shall not be given effect, so that the shares that are subject to such derivative, hedging or similar arrangement (including Derivative Instruments) shall not be deemed as beneficially owned by the members of the Investor Group for any meeting purposes of Shareholders to elect directors, this Section 1(d) and (ivy) if necessaryany share issuances, expanding stock splits, or other programs instituted by the size Company that would have the net effect of reducing or diluting the Board in order Investor Group’s interest to appoint below 5% shall not trigger the JD DirectorMinimum Threshold Resignation obligation of this Section 1(d). (be) In the event of the termination of employment of Nominee with the Investor Group and/or any Affiliate thereof for any reason, including death, disabilityresignation, retirement disqualification or resignation of removal (the JD Director (or any other vacancy created by removal thereof“Employment Termination Resignation”), JD then the Investor Group shall have the exclusive right provide prompt notice of such event to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shalland, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injuriousthe Company’s obligations under the first paragraph of this agreement shall terminate immediately, monetarily or otherwise, to the Company or any of its Subsidiaries, and (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationNominee shall resign from the Board immediately.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) The Company shall not, prior to the registration of the then issued and outstanding share capital Common Stock owned by the Shareholder with the SEC, increase the size of its Board of Directors to more than five (5) members unless Mr. Joseph Tate decides to become a director in ad▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇hareholders' director nominee as described below, in which event the Board of Directors shall have no more than seven (7) members. The Board of Directors of the Company, on a fully diluted basis, JD Company shall be entitled to designate nominate one (1) director designee selected by the Shareholder for election 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 Directors at each annual meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the BoardCompany's shareholders, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders shall recommend the election of such JD Director designee to the Board in any meeting Company's shareholders, and the Principal Shareholders shall vote their shares of Shareholders to elect directors, including soliciting proxies Common Stock in favor of the election of the JD Directorsuch designee; provided, (iii) including such nomination and recommendation regarding such individual however, that in the Company’s notice event that Mr. Joseph Tate is designated by the Shareholder, in addition to i▇▇ ▇▇▇st nominee for any nomination by the Board of Directors for election to the Board of Directors, then the Board of Directors shall nominate two (2) designees (one of which shall be Mr. Joseph Tate) selected by the Shareholder for election ▇▇ ▇▇▇ ▇▇▇▇▇ of Directors at each annual meeting of Shareholders to elect directorsthe Company's shareholders, and (iv) if necessaryshall recommend the election of such designees to the Company's shareholders, expanding and the size Principal Shareholders shall vote their shares of Common Stock in favor of the Board in order election of such designees; provided further, however, that the Shareholder's designee(s) must be qualified to appoint serve as a director of an issuer subject to the JD Directorreporting requirements of the Securities Exchange Act of 1934, as amended. (b) In Agreement to be Bound by this Section 5. The Principal Stockholders have executed Addendum A to this Agreement whereby the event of Principal Stockholders have agreed that the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes provisions of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal Section 5 shall be for Cause. Removal for “Cause” shall mean removal binding upon each of a director because them with respect to any Common Stock now owned or hereafter acquired by each of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationthem.

Board Representation. (a) For 6.1 Effective as long as JD holds no less than twelve of and half percent (12.5%) of contingent upon the then issued and outstanding share capital of the CompanyClosing, 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 T▇▇▇ ▇▇▇▇▇ or election another employee of such JD Director CHRP reasonably acceptable 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 election, (i) nominating such individual Company to be elected as a member of the Board of Directors of the Company (the “Board”), to fill a vacancy in the Board’s director class (Class I) with a term ending on May 30, 2010 (the “CHRP Employee Designee”). The Company shall cause an individual designated by CHRP, who (a) shall have relevant industry experience in the Company’s industry, (b) shall not be an employee of CHRP, and (c) shall be acceptable to a majority of the then serving directors on the Board, to be elected as provided hereina member of the Board within nine (9) months of the Closing Date, to fill a vacancy in the Board’s director class (Class II) with a term ending on May 30, 2011 (the “CHRP Industry Designee” and collectively with the “CHRP Employee Designee”, the “CHRP Designees”). CHRP shall be entitled to lead the search effort for the CHRP Industry Designee, which may include the engagement of an executive recruiter and other related expenses which commercially reasonable expenses shall be borne by the Company. 6.2 After the date hereof, until the earlier to occur of (i) the end of the Term (as defined in the Revenue Agreement), (ii) recommending the date the Applicable Percentage (as defined in the Revenue Agreement) converts to ***% pursuant to the Shareholders terms of the election Revenue Agreement, or (iii) a Change of such JD Director Control (as defined in the Revenue Agreement), if CHRP so elects and subject to Section 6.3, the Company will use commercially reasonable efforts to cause the CHRP Designees to be included in the slate of nominees recommended by the Board to the Board in any meeting of Shareholders to elect Company’s stockholders for election as directors, including soliciting at each annual or special meeting of stockholders of the Company at which directors are elected and including by voting any proxies it holds and using its best efforts to cause any officers of the Company who hold proxies to vote such proxies, except, in either case, as otherwise directed by the stockholder who submitted such proxy, in favor of the election of the JD Director, CHRP Designees. Upon the occurrence of an event set forth in clauses (i) and (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 immediately preceding sentence, CHRP shall cause the CHRP Employee Designee to appoint the JD Director. (b) In the event of the death, disability, retirement or submit his resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on from the Board, and upon the occurrence of an *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. event set forth in clause (ii) of the immediately preceding sentence the Company shall promptly cause have the appointment right to request CHRP to cause, and if the Company does so request then CHRP shall cause, the CHRP Employee Designee to submit his resignation from the Board. With respect to the foregoing, the Company shall (i) enter into Director Indemnification Agreements with each CHRP Designee in the same form as entered into with the Company’s other directors and executive officers; (ii) reimburse the CHRP Designees for all reasonable out-of-pocket costs and expenses incurred with respect to membership on (or election observation of) the Board in accordance with the Company’s Board reimbursement policies; and (iii) otherwise compensate and indemnify the CHRP Designees in accordance with the Company’s policies for non-employee directors. 6.3 The CHRP Designees will possess such qualifications and meet such standards as are applicable to all members of such individual to the Board (who shallwhether under law, following such appointment rule or election, be regulation or as established by the JD Board) (“Director Qualifications”) at the time for purposes the nomination of this Agreement). (c) At any meeting the CHRP Designees to the Board. If the Nominating and Corporate Governance Committee of the Board at any time determines that a particular CHRP Designee does not have the Director Qualifications or any annual general or other meeting of the Shareholders that may be held their fiduciary duties preclude them from time to time at which the JD Director is up nominating a CHRP Designee for re-appointment election to the Board, then CHRP shall have a reasonable opportunity to designate a substitute CHRP Designee. 6.4 After the Company shall cause date hereof, until the Board earlier to re-appoint occur of (i) the JD Director end of the Term (as defined in the Revenue Agreement), (ii) the date the Applicable Percentage (as defined in the Revenue Agreement) converts 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, Revenue Agreement or (iii) abuse a Change of illegal drugs Control (as defined in the Revenue Agreement), in the event there is no CHRP Employee Designee then serving as a director on the Board, CHRP shall be entitled to designate a representative to attend and participate in all meetings of the Board and committees thereof in a nonvoting observer capacity and, in this respect, the Company shall give such representative copies of all notices, financial statements, minutes, consents, and other materials (including, without limitation, access to such information, documents, records and reports as may be reasonably requested by the representative) that it provides to its directors at the same time and in the same manner as provided to such directors; provided CHRP will remain subject to the terms of the Confidentiality Agreement, and each observer shall execute an individual confidentiality agreement with the Company with substantially similar terms to the Confidentiality Agreement; provided, further, that the Company reserves the right to exclude such representative from access to any material or other controlled substances meeting or habitual intoxicationportion thereof relating directly to CHRP’s rights under the Transaction Documents.

Board Representation. (a) For From the date of this Agreement, the Company and, after the Effective Time, the Surviving Corporation, shall take all Necessary Actions such that: (i) Immediately following the Effective Time, ▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇”) shall serve as long as JD holds no less than twelve and half percent (12.5%) a Class III director of the then issued Company and outstanding share capital a director of the CompanySurviving Corporation for a term expiring at the third annual meeting of stockholders of the Company following the Effective Time (the “First Term”); provided, that should ▇▇. ▇▇▇▇▇▇▇ 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 prior to the expiration of the First Term, the Sponsor will have the right to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“▇▇. ▇▇▇▇▇▇▇▇”) or another replacement director who is reasonably acceptable to the Company (a fully diluted basis“Replacement Director”) who shall serve as a Class III director of the Company until the end of the First Term; provided, JD further, that if the Charter shall have been amended to remove the classification of the Board, the Company shall take all Necessary Actions such that ▇▇. ▇▇▇▇▇▇▇ or any Replacement Director, as applicable, shall serve as a director of the Company until the end of the First Term. (ii) During the First Term, ▇▇. ▇▇▇▇▇▇▇▇ shall serve as a non-voting observer who shall be entitled to designate one attend each regularly scheduled, special and other meeting (1including telephonic meetings) director of the Board and any committees thereof, and shall be given copies of all notices, reports, minutes, consents and other documents and materials at the time and in the manner as are provided to the Board or the applicable committee thereof, but shall not have any fiduciary duties to the Company or its stockholders as a result of his capacity or service as an observer as contemplated hereby (in such director, or such other individual who may be designated by JD from time to timecapacity, the “JD DirectorBoard Observer”); provided, and that should ▇▇. ▇▇▇▇▇▇▇▇ become unable to serve as the Company shall promptly cause Board Observer due to death, disability or other reasons or otherwise cease to serve as the appointment or election of such JD Director Board Observer for any reason prior to the Board, including, convening a meeting expiration of the Board pursuant to First Term, the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall Sponsor will have the exclusive right to designate a replacement Person who is reasonably acceptable to fill such vacancy and serve on the Board, and the Company to serve as the Board Observer until the end of the First Term; provided, further, that the Board Observer shall promptly cause enter into a mutually acceptable, customary confidentiality agreement with the appointment or election of such individual Company with respect to any information received from the Company as a Board Observer; provided, further, that the Board Observer may be excluded from access to the Board (who shall, following such appointment or election, be the JD Director for purposes portion of this Agreement). (c) At any meeting of the Board or any committee thereof or the portion of meeting materials relating thereto if the Board or such committee reasonably determines, in good faith, that (A) such exclusion is reasonably necessary to protect highly confidential proprietary information of the Company or confidential proprietary information of third parties that the Company is required to hold in confidence, (B) such access would reasonably be expected to prevent the members of the Board or such committee from engaging in attorney-client privileged communication with counsel or (C) such access would reasonably be expected to result in a conflict of interest with the Company; provided, however, that such exclusion shall not extend to any portion of the meeting or meeting materials that does not involve or pertain to such exclusion; and (iii) ▇▇. ▇▇▇▇▇▇▇▇ shall be nominated for election as a Class III director of the Company at the third annual general meeting of stockholders of the Company following the Effective Time and shall serve as a Class III director of the Company and a director of the Surviving Corporation for a term expiring at the sixth annual meeting of stockholders of the Company following the Effective Time (the “Second Term”); provided, that if ▇▇. ▇▇▇▇▇▇▇▇ is not elected to serve as a Class III director of the Company, the Company shall take all Necessary Actions to appoint ▇▇. ▇▇▇▇▇▇▇▇ as a Class III director of the Company, including increasing the size of the Board and appointing ▇▇. ▇▇▇▇▇▇▇▇ to fill the vacancy created by such increase; provided, further, that should ▇▇. ▇▇▇▇▇▇▇▇ resign from the Board, become unable to serve on the Board due to death, disability or other meeting reasons or otherwise cease to serve on the Board for any reason prior to the expiration of the Shareholders Second Term, the Sponsor will have the right to designate a Replacement Director who shall serve as a Class III director of the Company until the end of the Second Term; provided, further, that may be held from time if the Charter shall have been amended to time at which remove the JD Director is up for re-appointment to classification of the Board, the Company shall cause take all Necessary Actions such that ▇▇. ▇▇▇▇▇▇▇▇ or any Replacement Director, as applicable, shall serve as a director of the Company until the end of the Second Term. (iv) Notwithstanding the foregoing, (A) any director nominee or Person serving as the Board Observer designated pursuant to re-appoint this Section 6 may be removed from their position for Cause (provided that Sponsor shall have the JD right to designate (1) in the case of a removal of a director nominee, a Replacement Director who shall serve as a director of the Company until the end of the First Term or the Second Term, as applicable, or (2) in the case of a removal of a Person from the Board Observer position, another Person reasonably acceptable to the Company to serve as the Board Observer until the end of the First Term), (B) Sponsor shall not nominate a Disqualified Individual, and (C) Sponsor may not have more than one representative as a director on the Board. (b) The Company agrees not to take, directly or indirectly, any actions that would frustrate, obstruct or otherwise affect the provisions of this Section 6. (c) The Company agrees that any director serving on the Board pursuant to this Section 6 shall be entitled to the same rights and privileges applicable to all other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, the Company shall use best efforts indemnify, exculpate, and reimburse fees and expenses of such director and provide such director with directors’ and officers’ liability insurance to ensure that the JD Director is re-appointed by same extent it indemnifies, exculpates, reimburses and provides insurance for the Shareholders to other members of the Board pursuant to the terms Charter, the Bylaws or other organizational documents of the Memorandum Company, any indemnification agreement with such director, applicable Law or otherwise; provided, that upon removal or resignation of such director for any reason, the Company shall take all actions reasonable necessary to extend such directors’ and Articles officers’ liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. (d) The Company shall reimburse the Board Observer for all reasonable and documented out-of-pocket expenses incurred by the Board Observer in connection with the Board Observer’s attendance at meetings of the Board and any Applicable Lawcommittees thereof. The Company agrees that shall provide the Board Observer with directors’ and officers’ liability insurance to the same extent it shall not take any action, in favor provides insurance for the directors of the removal of Company and enter into an indemnification agreement with the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of Board Observer in a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, form mutually acceptable to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationand the Board Observer.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) Upon the occurrence 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 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 electionSecond Closing, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 Company shall increase the size of the Board by two directors and (ii) the Board shall fill these vacancies with two persons designated by the Investor who shall be reasonably acceptable to the Board (including that each such person shall have had at least five years of private industry experience, generally confirm the Company’s mission and strategy and qualify as “independent” in order accordance with Nasdaq and the Exchange Act) and shall 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, in effect from time to appoint time that apply to all nominees for the JD DirectorBoard (a “Qualified Nominee”), all as set forth under “Corporate Governance” on the Company’s website at w▇▇.▇▇▇▇▇▇▇.▇▇▇. In addition, the applicable definitions of “independent” as currently in effect are set forth on Exhibit C attached hereto. (b) In Following the event Second Closing and until the occurrence of an Investor Rights Termination Event, (i) at each annual meeting of the stockholders of the Company, the Board shall nominate and recommend for election two Qualified Nominees designated by the Investor to serve as directors on the Board (each a “Board Representative”) and shall use its reasonable best efforts to cause such persons to be elected to serve as directors on the Board (it being understood that such Qualified Nominees shall not be in addition to the persons designated by the Investor and serving on the Board pursuant to Section 2.3(a) above, and that the Investor’s right to designate two Qualified Nominees to serve on the Board at any given time shall be limited to two persons); 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 Nominees as directors and (ii) upon the death, disability, retirement retirement, resignation, removal or resignation of the JD Director (or any 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 removal thereof), JD shall have the exclusive right to designate a replacement Investor to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)vacancy. (c) At any meeting Each of the Board Representatives, if any, shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any annual general or committees thereof, to the same extent as the other meeting members of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the . The Company shall cause the notify each Board to re-appoint the JD Director to serve on Representative of all regular and special meetings of the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to notify each Board Representative of all regular and special meetings of any committee of the Board pursuant to of which the terms of the Memorandum and Articles and any Applicable Lawrespective Board Representative is a member. The Company shall provide each 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) Investor acknowledges and agrees that it shall if the Second Closing does not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s occur (i) willful misconduct that is materially injurious, monetarily Investor shall not have the right to designate a Qualified Nominee or otherwise, to the Company or any of its Subsidiariesa Board Representative, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or the Company shall have no obligation under paragraphs (a) - (c) of this Section 2.3 and (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationneither the Investor nor any person designated by Investor as provided above in this Section 2.3 shall have any rights under this Section 2.3.

Board Representation. (ai) For From and after the Effective Date until the Common Expiration Date, the Majority Trailer Investors may nominate five directors (collectively, the “Investor Directors”) to be elected to the Board. Any such nominee for Investor Director shall be subject to (A) the reasonable approval of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”) (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director of the Corporation; provided that the Corporation shall, at the reasonable request of the Majority Trailer Investors, so long as JD holds no less than twelve and half percent (12.5%) such request is not inconsistent with applicable law or exchange requirements, amend or modify any such requirements so as not to any way impede the right of the then issued and outstanding share capital Majority Trailer Investors to nominate directors. On the Effective Date, the Corporation shall cause the five initial Investor Directors who are named in Section 4.1 of the Company, Investor Rights Agreement to be elected and appointed to the Board. The Corporation from time to time shall take all actions necessary or reasonably required such that the number of members on a fully diluted basis, JD the Board shall be entitled to designate one (1) director except as otherwise provided herein, consist of no more than seven non-Investor Directors, and (2) if necessary, be increased such that there are sufficient seats on the Board for the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be filled by the Investor Directors, effective as of the Effective Date (or, if later, then the date that the Majority Trailer Investors determine to appoint such Investor Directors). Each Investor Director appointed pursuant to this Section 7(a)(i) shall continue to hold office until such Investor Director’s term expires, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 7(a)(iii). (ii) Prior to the Common Expiration Date, at each meeting of the Corporation’s stockholders at which the election of directors to the Investor Director Seats is to be considered, the Corporation shall, subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), nominate the Investor Director(s) designated by the Majority Trailer Investors for election to the Board by the holders of voting capital stock and solicit proxies from the Corporation’s stockholders in favor of the election of Investor Directors. Subject to the provisions of Section 7(a)(i) and Section 7(a)(iii), the Corporation shall use all reasonable best efforts to cause each Investor Director to be elected 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting voting all unrestricted proxies in favor of the election of such Investor Director and including recommending approval of such Investor Director’s appointment to the JD Director, Board) and shall not take any action which would diminish the prospects of such Investor Director(s) of being elected to the Board. (iii) including such nomination The right of the Majority Trailer Investors to designate the Investor Directors pursuant to Section 7(a)(i) and recommendation regarding such individual in Section 7(a)(ii) shall terminate on the Company’s notice for any meeting Common Expiration Date. If the right of Shareholders the Majority Trailer Investors to elect directorsnominate Investor Directors terminates pursuant to the immediately preceding sentence, then each Investor Director shall promptly submit his or her resignation as a member of the Board and each applicable Sub Board with immediate effect. (iv) if necessary, expanding the size of Any elected Investor Director may resign from the Board at any time by giving written notice to the Board. The resignation is effective without acceptance when the notice is given to the Board, unless a later effective time is specified in order to appoint the JD Directornotice. (bv) So long as the Majority Trailer Investors retain the right to designate Investor Directors, the Corporation shall use all reasonable best efforts to remove any Investor Director only if so directed in writing by the Majority Trailer Investors. (vi) In the event of a vacancy on the Board resulting from the death, disabilitydisqualification, resignation, retirement or resignation termination of term of office of an Investor Director nominated by the JD Director (or any other vacancy created by removal thereof)Majority Trailer Investors, JD the Corporation shall have the exclusive right to designate a replacement use all reasonable best efforts to fill such vacancy with a representative designated by the Majority Trailer Investors as provided hereunder, in either case, to serve until the next annual or special meeting of the stockholders (and serve on at such meeting, such representative, or another representative designated by the BoardMajority Trailer Investors, and the Company shall promptly cause the appointment or election of such individual will be elected to the Board (who shall, following such appointment or election, be in the JD Director for purposes of this Agreementmanner set forth in Section 7(a)(ii)). (cvii) At The Investor Directors and the Board Observer, if any, shall be entitled to reimbursement of reasonable expenses incurred in such capacities, but shall not otherwise be entitled to any meeting compensation from the Corporation in such capacities as Investor Directors or the Board Observer. (viii) Until the Majority Trailer Investors cease to hold, or cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange Act) at least 2% of the issued and outstanding Common Stock of the Corporation, the Majority Trailer Investors shall have the right to designate one non-compensated, non-voting observer (the “Board Observer”) to attend all meetings of the Board as an observer. The Board Observer shall not attend executive sessions or committee meetings without the consent of the majority of the members of the Board or any annual general or other meeting committee members; provided that the Board Observer shall be entitled to attend all meetings of the Shareholders that may Audit Committee. The Board Observer shall be held from time entitled to time at which the JD Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the JD Director to serve on notice of all meetings of the Board and the Audit Committee in the manner that notice is provided to members of the Board or the Audit Committee, as applicable, shall use best efforts be entitled to ensure that receive all materials provided to members of the JD Director is re-appointed Board and the Audit Committee, shall be entitled to attend (whether in person, by the Shareholders telephone, or otherwise), subject to the Board pursuant to restriction set forth in the terms immediately preceding sentence, all meetings of the Memorandum Board and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor the Audit Committee as a non-voting observer. (ix) Subject to (A) the reasonable approval of the removal Governance Committee (such approval not to be unreasonably withheld, conditioned or delayed), and (B) satisfaction of all legal and governance requirements regarding service as a director or member of any committee of the JD Director unless such removal shall be 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 the Company Corporation or any of its Subsidiaries, at the request of the Majority Trailer Investors, the Corporation shall cause the Investor Directors to have proportional representation (iirelative to their percentage on the whole Board, but in no event less than one representative) conviction for, on the boards (or guilty plea toequivalent governing body) of each Subsidiary (each, a felony “Sub Board”), and each committee of the Board (other than the Audit Committee of the Board (the “Audit Committee”) to the extent prohibited by applicable law or exchange requirements but shall allow one representative to attend meetings of the Audit Committee as a crime involving moral turpitudenon-voting observer) and each Sub Board. The Corporation shall at the reasonable request of the Majority Trailer Investors, so long as such request is not inconsistent with applicable law or exchange requirements, amend or modify any requirements regarding service as a director or member of any committee of the Corporation or any of its Subsidiaries. (iiix) abuse The Corporation shall purchase and maintain directors’ and officers’ liability insurance policy covering each Investor Director effective from the Effective Date (or such later date as such Investor Director is appointed pursuant to Section 7(a)(i) or Section 7(a)(ii)) and shall purchase and maintain for a period of illegal drugs not less than six years from the date of any Investor Director’s death, resignation, retirement, disqualification or other controlled substances or habitual intoxicationtermination of term of office as provided in Section 7(a)(iii), a directors’ and officers’ liability insurance tail policy for such Investor Director.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) 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 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending Prior 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 effectiveness 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the BoardMerger, the Company shall cause Manager will identify to HEOP and Heritage Oaks Bank (“HEOP Bank”) in writing two (2) candidates (the Board to re-appoint the JD Director “Manager Nominees”) to serve on the Board of Directors of HEOP (the “HEOP Board”) and the Board of Directors of the HEOP Bank (the “Bank Board”). Upon the effectiveness of the Merger, HEOP will appoint each such Manager Nominee to the HEOP Board and to the Bank Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements, and (b) the receipt of any necessary regulatory approvals, if any. (ii) From and after the Merger, and for so long as the Investors’ beneficial ownership (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the issued and outstanding shares of the common stock of HEOP (“Investors' Beneficial Ownership”) is equal to 14.9% or more, HEOP will take all lawful action to (i) elect the Manager Nominees designated in writing by the Manager who qualify to serve as a member of the Bank Board under all applicable corporate governance policies or guidelines of HEOP Bank, and applicable legal, regulatory and stock market requirements, to the Bank Board and (ii) nominate and recommend to its shareholders the Manager Nominees for election to the HEOP Board at HEOP’s annual meeting of shareholders, subject to such Manager Nominee being qualified to serve as a member of the HEOP Board under all applicable corporate governance policies or guidelines of HEOP, and applicable legal, regulatory and stock market requirements and subject to the reasonable approval of the Nominating and Governance Committee of the HEOP Board (such approval not to be unreasonably withheld or delayed). HEOP shall use its reasonable best efforts to ensure that cause the JD Director is re-appointed by the Shareholders Manager Nominees to be elected as directors of HEOP, and HEOP shall solicit proxies for each such person to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that same extent as it shall not take any action, in favor of the removal of the JD Director unless such removal shall be does 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 the Company or any of its Subsidiariesother nominees to the HEOP Board. The Manager shall notify HEOP of its proposed Manager Nominee(s) to the HEOP Board, in writing, no later than the latest date on which shareholders of HEOP may make nominations to the HEOP Board in accordance with the bylaws of HEOP, together with all information concerning such nominee(s) reasonably requested by HEOP, so that HEOP can comply with applicable disclosure rules (iithe “Nominee Disclosure Information”); provided that in the event the Manager fails to provide any such notice, the Manager Nominee(s) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or shall be the person(s) then serving as the Manager Nominee(s) as long as the Manager provides the Nominee Disclosure Information to HEOP promptly upon request by HEOP. (iii) abuse At such time as the Investors’ Beneficial Ownership is less than 14.9% but more than 6%, the Manager shall continue to have the rights under subsection 1(ii) above, but only with respect to one (1) director, and at the written request of illegal drugs the HEOP Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the Bank Board as promptly as possible thereafter. At such time as the Investors’ Beneficial Ownership is less than 6%, the Manager will have no further rights under this letter agreement, and at the written request of the HEOP Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the Bank Board as promptly as possible thereafter. (iv) If any Manager Nominee ceases to serve as a director of the HEOP Board and/or the Bank Board for any reason (other than due to the fact that the Investors’ Beneficial Ownership falls below the thresholds set forth in this letter agreement), HEOP shall use its reasonable best efforts to take all action required to fill the vacancy or other controlled substances vacancies created thereby with an individual designated by the Manager (a “Manager Successor Designee”) to serve in place of such Manager Nominee for the remainder of the term that the Manager Nominee who is being replaced would have served if he or habitual intoxicationshe had not been replaced, subject to such Manager Successor Designee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements. (v) Subject to subsection 1(vi) below, if a Manager Nominee is nominated by HEOP but not elected to the HEOP Board, HEOP shall immediately increase the size of the HEOP Board and appoint an individual designated by the Manager (such individual to be different from the individual who was not elected by the shareholders of HEOP) to the HEOP Board. (vi) Anything to the contrary provided in this Section 1 notwithstanding, no increase in the size of the HEOP Board shall be required by this Section 1 if it would cause the size of the HEOP Board to exceed the maximum size permitted under HEOP’s articles of incorporation or bylaws; provided that HEOP shall use its reasonable best efforts to amend such articles of incorporation or bylaws to increase the number of directorships necessary to appoint the individual designated by the Manager, including, without limitation, submitting a shareholder proposal to amend the articles of incorporation or bylaws to increase the number of seats submitted to a vote of shareholders at HEOP’s next annual meeting of shareholders.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) Subject to Section 2.5, the senior member of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD 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 (1and to receive all materials and information that voting Directors receive) director (the “KKR Observer”), (i) the Company Board, (ii) the DP&L Board and (iii) the board of directors of any separate entity or entities formed to hold DP&L’s electricity generation, transmission and/or distribution businesses or any material portion thereof (other than a wholly owned Subsidiary of the Board Company or DP&L or any of their respective wholly owned Subsidiaries) (such director, or such other individual who may be designated by JD from time to timecollectively, the “JD DirectorApplicable 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 promptly 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 appointment or election of such JD Director initial KKR Representative to the Board, including, convening be designated to be a meeting member of the class of the Directors on each Applicable Board pursuant to which is a classified board having the Memorandum and Articles and appointing such JD Director to the Board, and longest remaining term (which in the case of an electionthe Company Board shall be the term extending until the 2003 annual meeting of shareholders), (iD) to use its reasonable best efforts to cause the election of the KKR Representative to the Applicable Boards, including nominating such individual individual, or causing its Subsidiaries to nominate such individual, as appropriate, to be elected as a director as 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 anyone time; provided herein, that any KKR Representative or KKR Observer (iiother than those initially designated hereunder) recommending must be reasonably satisfactory to the Shareholders Company at the election time of such JD Director their designation hereunder; and, provided, further, that any Person who shall have served as the KKR Observer shall be automatically deemed satisfactory to the Board in Company for designation as the KKR Representative. The KKR Observer may be changed at any meeting of Shareholders to elect directors, including soliciting proxies in favor time by the shareholder of the election Trust Preferred Purchaser. The initial KKR Representative shall be one 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. (b) In the event of the death, disability, retirement ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and the Company initial KKR Observer shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)other. (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) For as In addition to and not in lieu of board representation rights provided for in Section 2(a) of that certain Stock Purchase Agreement dated November 15, 1990 between Akorn and The ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dated September 20, 1989, for so long as JD holds no less than twelve EJ Funds and half its Affiliates in the aggregate hold shares of Common Stock representing five percent (12.55%) or more of the then issued and outstanding share capital shares of Common Stock of Akorn, EJ Funds shall have the Company, on a fully diluted basis, JD shall be entitled right to designate or nominate (as applicable) two (2) directors (one (1of whom, ▇▇▇▇▇ ▇▇▇▇▇, has been so designated) director to the serve on Akorn’s Board of Directors (such directorPersons designated by EJ Funds, or such other individual who together with any successor designee(s) that may be designated by JD EJ Funds from time to time, the “JD DirectorEJ Funds Designees”), and the Company shall promptly cause the appointment or . (b) With respect to each shareholder election of such JD Director to directors of Akorn after the BoardRestatement Effective Date, including, convening a including at each annual or special meeting of the shareholders of Akorn at which directors are elected, Akorn shall cause its Board pursuant of Directors and management to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual include each of the EJ Funds Designees in the slate of nominees recommended by the Board of Directors to be elected Akorn’s shareholders for election as a director as provided hereindirectors, (ii) recommending recommend to its shareholders that they vote for the Shareholders the election EJ Funds Designees as directors of such JD Director to the Board in any meeting of Shareholders to elect directorsAkorn, including soliciting (iii) vote all proxies it may hold in favor of the election of the JD DirectorEJ Funds Designees, (iii) including except as otherwise directed by any shareholder who submits such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, proxy and (iv) if necessary, expanding the size of the Board in order use its best efforts to appoint the JD Director. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual EJ Funds Designees to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)elected as directors. (c) At Akorn shall take no action that would cause its Board of Directors to exceed fifteen in number without the consent of EJ Funds. (d) Notwithstanding the foregoing, Akorn shall not be required to nominate any meeting EJ Funds Designees that may not, by virtue of any state or federal laws or rules of any exchange upon which Akorn’s securities are listed or traded become a director of Akorn. (e) Notwithstanding any provision to the Board contrary contained herein, the provisions of this Section 4.17 shall be personal to Akorn and shall survive the termination of this Agreement or any annual general or other meeting assignment of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the 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 this Agreement by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationEJ Funds.

Board Representation. (a) For as so long as JD holds no less than twelve and half percent the Purchaser either (12.5%i) beneficially owns at least 7% of the then issued and outstanding share capital of the Company, Common Stock on a fully diluted basisbasis or (ii) holds at least half of the Series B Preferred Stock purchased under this Agreement (or securities issued on the conversion of either such Series B Preferred Stock or securities into which such Series B Preferred Stock converted), JD the Company shall be entitled to designate nominate and recommend that its stockholders elect one director designated by the Purchaser (1) director to the “Purchaser Designee”). The Purchaser Designee shall receive notice of all meetings of any committee of the Board at the same time and in the same manner as the members of such committees of the Board, have full rights to attend all meetings thereof (whether such directormeetings are formal or informal, are convened in person, telephonically, or such by any other individual who may be designated by JD from time to time, the “JD Director”telecommunication means), and the Company shall promptly cause provide the appointment or election Purchaser Designee all materials distributed to any committee of such JD Director the Board and all other information related to the BoardCompany which is made available to, includingor which would otherwise be available upon reasonable request by, convening the committee members thereof. Any vacancy in the position of the Purchaser Designee shall only be filled with another designee designated by the Purchaser in accordance with the terms hereof. Any vacancy created by any removal of the Purchaser Designee shall also only be filled at the direction of the Purchaser. Notwithstanding anything to the contrary contained in this Section 5.08, the Purchaser shall have no right to nominate a meeting of Purchaser Designee to the Board pursuant to this Section if at such time the Memorandum and Articles and appointing such JD Director Holders of the Preferred Stock are entitled to the Board, and in the case of an election, (i) nominating such individual to be elected as elect a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 Certificate of Designation or otherwise. The right of the Memorandum and Articles and any Applicable Law. Purchaser to nominate a Purchaser Designee as provided in this Section 5.08(a) shall not be assignable by the Purchaser. (b) The Company agrees and the Purchaser shall take or cause to be taken all lawful action necessary to ensure at all times as of and following the Closing Date that it shall not take any action, in favor the organizational documents of the removal Company are not inconsistent with the provisions of this Agreement and the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily other Operative Documents or otherwise, to the Company transactions contemplated hereby or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationthereby.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) Within 15 business days after the execution of this Agreement, the Investors shall notify the Board in writing of the then issued and outstanding share capital names of five individuals (which may include one or more members of senior management of the Company, on a fully diluted basis, JD ) that the Investors designate as the individuals who shall be entitled appointed to the Board immediately after the Closing (it being understood that YAAF and YAAF Parallel each shall have the right to designate one (1) director such person, and that Investors collectively shall designate the other three such persons). Prior to the Board (such director, or such other individual who may be designated by JD from time mailing to timeCompany Stockholders of the Proxy Statement, the “JD Director”)Investors shall have the right to revise their list of five individuals, and the Company individuals so designated (the “Investor Director Designees”) shall promptly cause be disclosed in the appointment or election of Proxy Statement, and such JD Director individuals shall consent to serve if appointed. The Board shall have the right to consent to the Board, including, convening a meeting of Investor Director Designees designated by the Board pursuant Investors prior to the Memorandum and Articles and appointing such JD Director to the BoardClosing, and in the case of an election, (i) nominating such individual to which consent shall not be elected as a director as provided herein, (ii) 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 Directorunreasonably withheld. (b) In Within 15 business days after execution of this Agreement, the event Board shall notify the Investors in writing of the death, disability, retirement or resignation names of up to six individuals who are independent directors of the JD Director (or any other vacancy created by removal thereof)Company as of the date of this Agreement and who the Board designates as the directors who intend to remain as members of the Board following the Closing. Prior to the mailing to the Company Stockholders of the Proxy Statement, JD the Board shall have the exclusive right to designate a replacement revise or supplement its list of up to fill such vacancy and serve on the Boardsix individuals, and the Company individuals so designated (the “Continuing Independent Directors”) shall promptly cause be disclosed in the appointment or election of Proxy Statement, and such individual individuals shall consent to continue to serve as directors following the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)Closing. (c) At In the event that, at any meeting time prior to the mailing to the Company Stockholders of the Proxy Statement, the number of named Continuing Independent Directors shall be less than six, the Board and the Nominating Committee of the Board or any annual general or other meeting shall use all reasonable efforts to recruit additional individuals who meet the requirements of Section 2.01(a)(ii) of the Shareholders Stockholders Agreement and who shall consent to serve as independent directors of the Company after the Closing (the “New Independent Directors”), provided, however, that immediately prior to the Closing, the aggregate number of named Continuing Independent Directors and New Independent Directors may be held from time either less than or equal to time at which six. The Investors shall have the JD Director is up for re-appointment right to consent to the BoardNew Independent Directors designated by the Board prior to the Closing, which consent shall not be unreasonably withheld. (d) Immediately prior to the Closing, the Company shall cause and the Board shall take all actions necessary 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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, increase the authorized number of directors to the Company or any of its Subsidiarieseleven, (ii) conviction forcause those directors of the Company who are not Continuing Independent Directors to resign from the Board, or guilty plea to, a felony or a crime involving moral turpitude, or and (iii) abuse effective as the Closing, appoint the Investor Director Designees and the New Independent Directors as directors of illegal drugs or other controlled substances or habitual intoxicationthe Company.

Board Representation. (a) For as long as JD holds no less than twelve and half percent Until the earlier of (12.5%i) the third anniversary of the then issued Initial Closing or (ii) such time as the Purchaser and outstanding share capital 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 entitled to, at each annual or special meeting of the Company’s shareholders during such period, on a fully diluted basis, JD shall be entitled to designate nominate one (1) director (such Person, the “Purchaser Designee”) to serve on the Board (of Directors; provided, however, that such director, 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 individual who may be designated by JD 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 “JD Director”), and the Company shall promptly cause the appointment or (i) include such Purchaser Designee in its slate of nominees for election of such JD Director to the Board, including, convening a Board of Directors at each annual or special meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided hereinCompany’s shareholders, (ii) recommending to recommend that the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies Company’s shareholders vote in favor of the election of the JD Director, Purchaser Designee and (iii) including 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 nomination and recommendation regarding such individual in designation. Notwithstanding the Company’s notice for any meeting of Shareholders to elect directorsforegoing, and (iv) if necessary, expanding the size rights of the Board in order Purchaser under this Section 5.5(a) to appoint nominate one (1) director shall terminate immediately on the JD Directorearlier 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) In the event of the death, disability, retirement or resignation of the JD Director (or If any other vacancy created by removal thereof), JD shall have the exclusive right Purchaser Designee ceases to designate a replacement to fill such vacancy and serve on the BoardBoard of Directors for any reason during his or her term, the vacancy created thereby shall be filled, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the Company shall cause the Board of Directors to re-appoint the JD Director fill such vacancy, with a new Purchaser Designee eligible to serve on the Board and shall use best efforts of Directors in accordance with Section 5.5(a); provided, however, notwithstanding anything to ensure the contrary in this Agreement, in the event that the JD Director is re-appointed 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 Shareholders Company’s Compensation, Nominating & Governance Committee and (ii) such resignation shall be subject to the acceptance by the Board pursuant of Directors. (c) For the avoidance of doubt, a Purchaser Designee shall be entitled (i) to the terms same retainer, equity compensation and other fees or compensation, including travel and expense reimbursement, paid to the non-executive directors of the Memorandum Company for his or her service as a director and Articles (ii) to the same indemnification rights as other non-executive directors of the Company, and any Applicable Lawthe 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 shall not take any action, is the indemnitor of first resort (for the Purchase Designee in favor connection with matters arising from Purchaser Designee’s service as a director of the removal Company). For the avoidance of doubt, the Purchaser Designee shall be entitled to customary access and information rights in the same manner as received by the other directors on the Board of Directors. (d) Following the third anniversary of the JD Director unless such removal Initial Closing, for so long as the Purchaser holds, directly or indirectly, at least a majority of the Requisite Shares, whenever dividends on any Series C Preferred Stock of the Purchaser shall be in arrears for Causesix (6) or more consecutive or non-consecutive Dividend Periods (a “Preferred Dividend Default”), the Purchaser shall be entitled to nominate one (1) additional director of the Company (the “Preferred Director”) for election at the next annual meeting of stockholders and at each subsequent meeting, until all dividends accumulated on such Series 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. Removal for “Cause” In such case, should a Preferred Director be subsequently elected, the entire Board shall mean removal be increased by one (1) director. Notwithstanding the foregoing, if, prior to 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 Purchaser to nominate the Preferred Director shall immediately cease (subject to revesting in the event of each and every Preferred Dividend Default), and the 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 Purchaser shall be entitled to nominate a director to fill any vacancy in the office of a director because Preferred Director. For purposes of such director’s the foregoing paragraph, dividends shall be considered to be in arrears with respect to a Dividend Period if (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, has not issued PIK Shares for such Dividend Period and (ii) conviction forthe Liquidation Preference of such Shares has not been increased by the Additional Liquidation Preference, or guilty plea toin each case, a felony or a crime involving moral turpitudein accordance with and within the times set forth in the Series C Certificate of Amendment. (e) For the avoidance of doubt, or (iii) abuse the rights of illegal drugs or the Purchaser provided for in this Section 5.5 shall not be transferrable to any other controlled substances or habitual intoxicationPerson other than Purchaser’s Affiliates.

Board Representation. (a) For as So long as JD holds no less than twelve and half CIMSA beneficially owns at least seventy-five percent (12.575%) of the then issued Purchased Shares (as determined pursuant to Rule 13d-3 under the Exchange Act), the Company’s Board of Directors (the “Board”) shall take all actions necessary under the Company Organizational Documents to cause one individual designated by CIMSA to be appointed as a member of the Board and outstanding share capital to be nominated for election at each meeting of shareholders of the Company pursuant to which directors are elected (each such designated individual, a “CIMSA Designee”). At all times during which a CIMSA Designee is subject to the election of shareholders of the Company, on a fully diluted basisthe Company and the Board shall provide such CIMSA Designee with such reasonable support as is normally afforded to director nominees of the Company recommended to shareholders. The CIMSA Designee shall be subject to the reasonable and good faith approval of the Board; provided, JD however, that if the Board does not approve any CIMSA Designee, CIMSA shall be entitled to designate one (1) director submit additional designees as required 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 obtain the Board, including, convening ’s approval. In the event that the CIMSA Designee ceases to serve as a meeting member of the Board pursuant prior to the Memorandum and Articles and appointing such JD Director to the Board, and in the case completion of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to his or her term after being appointed by 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 or elected by 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Boardshareholders, the Company shall cause the Board to re-appoint the JD Director to serve resulting vacancy on the Board and shall use best efforts be filled by a person designated by CIMSA, subject to ensure that such aforesaid approval of the JD Director is re-appointed by the Shareholders to Board. The CIMSA Designee shall resign from the Board during his or her term within twenty-four (24) hours of such time that CIMSA ceases to beneficially own at least 75% of the Purchased Shares (as determined pursuant to Rule 13d-3 under the terms of the Memorandum and Articles and any Applicable LawExchange Act). The Company covenants and agrees to provide each such CIMSA Designee with indemnification identical to that it shall not take any action, in favor then enjoyed by the other members of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationBoard.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital of the Company, on As a fully diluted basis, JD shall be entitled condition 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 your nomination for 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 election, (i) nominating such individual to be elected as a director as provided hereinof the Company at the 2010 Meeting, (ii) recommending you and the Investor Group shall provide to the Shareholders Company the election information required to be disclosed for candidates for directors and their Affiliates and Representatives in a proxy statement under the federal securities laws and applicable rules and regulations of The Nasdaq Stock Market and such JD Director other information as reasonably requested by the Company with respect to you and 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 DirectorInvestor Group. (b) In the event of the deathNominee agrees that, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve at all times while serving on the Board, he will (i) meet all independence and other standards under applicable rules of The Nasdaq Stock Market and the Securities and Exchange Commission (the “SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) be qualified to serve as a director under the Georgia Business Corporation Code, as amended; and (iii) not serve as a director (or in a similar capacity) of any Person that is identified in writing by the Company from time to time as a competitor of the Company (the foregoing in these clauses (i), (ii) and (iii) being referred to as the “Conditions”). Nominee agrees to promptly advise the Chairperson of the Governance Committee in writing if he ceases to satisfy any of the Conditions. If (i) Nominee ceases to satisfy any of the Conditions or breaches any of his obligations under this Section 1, or (ii) any member of the Investor Group fails to comply with any of the terms of this agreement, upon the request of the Board Nominee shall promptly cause the appointment or election of such individual deliver his written resignation to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)Board. (c) At any meeting all times while serving as a director, Nominee shall: (i) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of conduct and corporate governance guidelines; and (ii) keep confidential and not publicly disclose discussions and matters considered in meetings of the Board or and Board committees, unless previously disclosed publicly by the Company. (d) If, at any annual general or other meeting time while Nominee is serving as a director, the members of the Shareholders that may be held Investor Group, collectively, cease to beneficially own, in the aggregate, at least 5% of the outstanding Voting Securities, then upon notice from time the Board to time at which the JD Director is up for re-appointment Investors, (i) the Company’s obligations under the first paragraph of this agreement shall terminate immediately, and (ii) Nominee shall offer to resign from the Board immediately and, if requested by the Governance Committee, he shall promptly deliver his written resignation to the Board. (e) So long as the Investor Group collectively beneficially owns, in the Company shall cause aggregate, at least 5% of the Board outstanding Voting Securities, if at any time prior to re-appoint the JD Director to serve 2011 Meeting a vacancy 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 created as a result of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any actionNominee’s death, in favor resignation, disqualification or removal, or the nomination of the removal Nominee at the 2010 Meeting is withdrawn for any reason, then the Investor Group and the Company (acting through the Board) shall work together in good faith to fill such vacancy or replace such nominee with an individual employed by one of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s Investor Group who (i) willful misconduct that is materially injurious, monetarily or otherwise, to meets the Company or any of its SubsidiariesConditions, (ii) conviction formeets the historical standards and criteria applied by the Company in nominating and appointing directors, or guilty plea to, a felony or a crime involving moral turpitude, or and (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationis otherwise mutually acceptable to the Investor Group and the Company, and thereafter such individual shall serve and/or be nominated as the “Nominee” under this agreement.

Board Representation. During the period commencing on the date -------------------------------- hereof and ending on the Termination Date, subject to the provisions of applicable laws and regulations: (a) For as long as JD holds no less than twelve and half percent Enron shall, subject to subsection (12.5%e) of the then issued and outstanding share capital of the Companythis Section 2.1, on a fully diluted basis, JD shall be entitled to designate one (1) director nominate two individuals for election 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 election, (i) nominating each party hereto that holds Voting Securities agrees to vote such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies Voting Securities in favor of the election of such individuals (the JD Director"Enron Directors") to the Company Board; provided, (iii) including such nomination however, that from and recommendation regarding such after the First Disposition Date, Enron's entitlement under this subsection shall be reduced to the right to nominate one individual in for election to 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.Company Board; (b) In the event Company agrees, by action of the deathCompany Board, disability(i) to establish, retirement or resignation by appointment from among the members of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Company Board, and the Company shall promptly cause the appointment or election of such individual maintain an Audit Committee and (ii) to appoint to the Board (who shallAudit Committee one of the Enron Directors, following such appointment or election, be the JD Director for purposes of this Agreement).as designated by Enron; (c) At any meeting the Company agrees to elect or to cause to be elected, through action of the Board or any annual 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 Company Board, to the board of directors of PGE and Northwest (the "Subsidiary Boards" and, together with the Company Board, the 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 "Applicable Boards") a number of individuals designated by the Shareholders to the Board pursuant to the terms Enron, who need not be directors, officers or employees of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, that is, in the case of each Subsidiary Board, as nearly as is practicable, Proportional to the number of members of each such Subsidiary Board (iitogether with Enron's designated member of the Audit Committee, the "Enron Designees"); provided, however, that if at any time during the duration of the Entitlement Period a Subsidiary Board consists solely of officers or employees of the Company or any of its Subsidiaries (an "Insider Board") conviction forand only for so long as such Subsidiary Board remains an Insider Board, the Company shall not be obligated pursuant to this subsection (c) to elect or guilty plea tocause to be elected the individuals so designated by Enron to such Subsidiary Board; (d) the Company agrees to permit one of the Enron Directors or, if there are no Enron Directors, one individual designated by Enron, who need not be a felony director, officer or employee of the Company or any of its Subsidiaries, to attend as a crime involving moral turpitudenon-voting observer all meetings of the Executive Committee and the Compensation Committee and to transmit to such individual, at the time and in the manner sent to other members of such committees, all information and materials provided by the Company to such committee members; (e) the Company agrees, to the extent that the Company reasonably determines that applicable laws and regulations prohibit Enron from designating members of any Applicable Board or of the Audit Committee but permit an individual designated by Enron to attend such meetings, to permit one individual designated by Enron, who need not be a director, officer or employee of the Company or any of its Subsidiaries, to attend as a non-voting observer all meetings of each such Applicable Board and the Audit Committee; and (iiif) abuse the Company agrees to provide advance notice in accordance with Section 60.034 of illegal drugs or other controlled substances or habitual intoxicationthe Oregon Business Corporation Act and the Company's bylaws to each Enron Director with respect to each regular and special meeting of the Company Board and the Audit Committee which notice shall, in the case of each special meeting, include a reasonable summary of the subject matter of the meeting.

Board Representation. (a) For as long as JD holds no During the period beginning on the date ninety (90) days after the Closing Date and ending on the earlier of (i) the three (3) year anniversary of the Closing Date and (ii) the first Business Day that the Purchaser’s Fully Diluted Ownership Percentage is less than twelve and half ten percent (12.510%) (such period, the “Board Designation Period”), at any time that the Nasdaq Official Closing Price of the then issued Common Stock is below $2.7760 (as adjusted for stock splits, recapitalizations and outstanding share capital of the Companyother similar events) for thirty (30) consecutive trading days, on a fully diluted basis, JD Purchaser shall be entitled to designate one individual (1“Purchaser Designee”) director to serve on the Board of Directors (such director, or such other individual who may be designated by JD from time to time, the “JD DirectorDesignation Right”), pursuant and the Company shall promptly cause the appointment or election of such JD Director subject to the Board, including, convening a meeting terms of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 Directorthis Section 2. (b) In order to exercise the event Designation Right, Purchaser shall deliver a written notice to the Company stating that the Purchaser wishes to exercise the Designation Right and setting forth the name of the deathPurchaser Designee (the “Designation Notice”). As a condition to the appointment of any Purchaser Designee, disabilitythe Purchaser will also provide, retirement or resignation cause the Purchaser Designee to provide, a completed and executed director nominee questionnaire in a form to be provided by the Company (a “Nominee Questionnaire”) and any other information that is reasonably required by applicable law for inclusion in the Company’s filings with the SEC relating to the appointment of such Purchaser Designee, proxy materials for meetings of stockholders, and all other applicable filings with the SEC. (c) Subject to the terms of this Section 2, the Company hereby agrees to appoint the Purchaser Designee to the Board of Directors within fifteen (15) Business Days following receipt of both (i) the Designation Notice and (ii) the completed Nominee Questionnaire. Thereafter, for the remainder of the JD Director (Board Designation Period, subject to the requirements of fiduciary duties under applicable law, the Company shall include the Purchaser Designee in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors of the same class as the Purchaser Designee are to be elected and every adjournment or postponement thereof. If a Purchaser Designee elected or appointed pursuant to the terms hereof ceases to serve as a member of the Board of Directors for any other vacancy created by removal thereof)reason, JD then the Purchaser shall have the exclusive right to designate a replacement another designee pursuant to fill the terms of this Agreement, it being understood that any such vacancy and designee shall serve on the Boardremainder of the term of the director whom such designee replaces, and the Company shall take all such action as is reasonable and necessary to promptly cause the election or appointment or election of such individual other designee to the Board (who shall, following of Directors for such appointment or election, be term. If the JD Director for purposes of this Agreement). (c) At any meeting of Purchaser has exercised the Designation Right and the Board or any annual general or other meeting Designation Period lapses while a Purchaser Designee is serving on the Board of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the BoardDirectors, the Company Purchaser Designee shall cause the Board not be required to re-appoint the JD Director resign but may continue to serve on the Board and of Directors for the remainder of the Purchaser Designee’s then-current term on the Board of Directors. (d) Notwithstanding any other provisions of this Section 2, the Company shall use best efforts not be required to ensure that the JD Director is re-appointed by the Shareholders appoint a Purchaser Designee to the Board pursuant of Directors if a majority of the disinterested members of the Board of Directors reasonably determines in good faith, after consultation with outside 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), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy or guidelines previously approved by the Board of Directors and made available to the Purchaser, provided that the direct or indirect purpose of any such policy or guideline is not to obstruct the Purchaser’s right to designate an individual as a nominee to the Board of Directors or its rights under this Agreement, and provided further that the parties agree any such Purchaser Designee is not required to meet the independence requirements of the SEC or the Nasdaq Stock Market LLC. The Company shall notify the Purchaser of any objection to a Purchaser Designee promptly following determination by the Board of Directors that such Purchaser Designee is not qualified to serve as a director of the Company, and in any event on or prior to the fifteenth (15th) Business Day following receipt of the Designation Notice and completed Nominee Questionnaire with respect to such Purchaser Designee, so as to enable the Purchaser to propose a replacement Purchaser Designee in accordance with the terms of this Agreement. (e) Purchaser understands that, as a condition to the Memorandum appointment of Purchaser Designee, the Company may require the Purchaser Designee to agree in writing, during the term of any service as a director of the Company, to (a) comply with all policies, procedures, processes, codes, rules, standards and Articles guidelines applicable to all non-employee members of the Board of Directors, including, without limitation, the Company’s business and any Applicable Law. The Company agrees that it shall not take any actionethics code of conduct, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, and related- person transactions policy, in favor each case as previously approved by the Board of Directors and as amended from time to time, and compliance with applicable disclosure controls and procedures, including but not limited to completing an annual director and officer questionnaire; and (b) keep confidential and not publicly disclose discussions and matters considered in meetings of the removal Board of Directors and its committees, as applicable, or other confidential information of the JD Director Company that the Purchaser Designee receives from the Company, unless previously disclosed publicly by the Company. (f) For so long as any Purchaser Designee serves as a director, such removal director shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s entitled to (i) willful misconduct that is materially injuriousthe same reimbursement for travel and other expenses paid to other non-employee directors incurred in connection with his or her duties as a director, monetarily or otherwiseincluding any service on any committee of the Board of Directors, to the Company or any of its Subsidiaries, and (ii) conviction forthe same indemnification, or guilty plea toexculpation and advancement of expenses rights provided to other non-employee directors, a felony or a crime involving moral turpitudeand the Company shall maintain in full force and effect directors’ and officers’ liability insurance coverage with respect to such director (subject to the limitations of such coverage, or (iiiand with such coverage terms as the Company deems reasonable) abuse of illegal drugs or to the same extent that it indemnifies and provides insurance for other controlled substances or habitual intoxicationnon-employee directors.

Board Representation. (a) For Effective as of the Completion Date, and thereafter until the Standstill Expiration Date (except as otherwise permitted by Section 2.03(c)), the size of the Board shall be set at eight (8) Directors, provided that, so long as JD holds there has been no less than twelve and half percent (12.5%) of increase or decrease in 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 cause the appointment or election of such JD Director to the Board, including, convening a meeting size of the Board pursuant to Section 2.03(c), upon the Memorandum and Articles and appointing such JD Director to the Boarddeath, and in the case of an electionresignation, (i) nominating such individual to be elected as a director as provided hereinretirement, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directorsdisqualification, including soliciting proxies in favor removal from office or earlier termination of the election term of the JD office of one Other 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 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) designate two (2) nominees for appointment or election to the Board, who shall be Non-U.S. Persons to the extent determined necessary by the Board in order to appoint preserve the JD DirectorCompany's status as a Foreign Private Issuer (the "Director Nomination Right"), and (ii) recommend to the Nominating Committee one (1) nominee for appointment or election to the Board, who shall be a Non-U.S. Person to the extent determined necessary by the Board in order to preserve the Company's status as a Foreign Private Issuer, which nominee must qualify as 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 event that the Nominating Committee rejects such proposed nominee, the 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) In the event of the death, disability, retirement or resignation of the JD Director The Board (or any other vacancy created by removal committee thereof), JD ) shall have the exclusive right to nominate for election the remaining Directors that the Investors are not entitled to designate a replacement or nominate pursuant to fill such vacancy Section 2.01(a), in accordance with the Articles of Incorporation and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)Bylaws. (c) 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 JD Director is up for re-appointment to the Board, The Investors shall notify the 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 of any nominee designated or recommended for appointment or election to the Board (including any nominee so designated or recommended pursuant to the terms Director Nomination Right or the Director Recommendation Right) in writing no later than sixty (60) days prior to the one year anniversary of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor immediately preceding annual meeting of shareholders of the removal of Company, or as otherwise approved by the JD Director unless Company in writing, together with all information concerning such removal shall nominee required to be 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, delivered to the Company by the Articles of Incorporation and Bylaws and such other information reasonably requested by the Company. The Board shall, in its sole discretion and in accordance with the Articles of Incorporation and Bylaws, determine the classification assignment of any such Investor Director so appointed or elected. (d) Until the Standstill Expiration Date, upon the death, resignation, retirement, disqualification or removal from office of any of its SubsidiariesInvestor Director, (ii) conviction forthe Investors shall have the right to designate any replacement for such Investor Director, or guilty plea subject to, a felony and in accordance with, the Governance Rights provided in Section 2.01(a). (e) In the event that the Board (or a crime involving moral turpitudecommittee 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, including failing to recommend the election of such Investor-selected nominee), the Board (or (iiisuch committee thereof) abuse shall afford the Investors a reasonable opportunity to select a replacement nominee for inclusion on management's slate of illegal drugs or other controlled substances or habitual intoxicationnominees.

Board Representation. (a) For Effective as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital First Closing Date, the Board of Directors of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director Seller will appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to the Board (such directorof 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 such other individual who may be designated by JD from time death. Until the first to time, the “JD Director”), and the Company shall promptly cause the appointment or election occur 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 election, (i) nominating such individual to be elected as a director as provided hereinthe passage of five calendar years after the First Closing Date, (ii) recommending to the Shareholders date (if any) on which the election of such JD Director to Purchaser and all Persons controlling, controlled by, or under common control with the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor Purchaser no longer collectively own at least five percent of the election of the JD Directoroutstanding Seller Common Stock, and (iii) including 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) with respect to whom 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 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, or (b) who does not agree in writing to 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 serve as a Director of the Board in order to appoint Seller if elected as such by the JD Director. (b) In the event stockholders of the deathSeller. In addition, disabilityduring the Corporate Governance Period, retirement or resignation the Seller will appoint one designee of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual Purchaser to the Advisory Committee to the Seller's Board (who shallof Directors; provided, following such appointment or electionhowever, that notwithstanding the foregoing, the Purchaser agrees that the Seller shall not be required to so appoint any individual designated by the JD Purchaser with respect to whom, if a Director for purposes of this Agreement). (c) At any meeting of the Board Seller, disclosure would have to be made in any report or any annual general or other meeting of proxy material required to be filed with the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the 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 Commission pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees Exchange Act that it shall not take any actionwas subject, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily directly or otherwiseindirectly, to the Company disclosure requirements of either Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any -30- successor provision of its Subsidiariesany of the foregoing, (iiin compliance with Item 401(f) conviction forof Regulation S-K, Item 401(d) of Regulation S-B, or guilty plea toany successor provision of any of the foregoing. Notwithstanding any provision of this Agreement to the contrary, however, in the event that neither a felony or Second Closing nor a crime involving moral turpitudeThird Closing occurs hereunder, or (iii) abuse then the Seller shall only be required pursuant to this Section 6.2 to nominate one such individual designated by the Purchaser for election to the Seller's Board of illegal drugs or other controlled substances or habitual intoxicationDirectors for the remainder, if any, of the Corporate Governance Period.

Board Representation. (a) For Pursuant to the Acquisition Agreement and in accordance with the terms thereof, the Stockholder has designated one Director (the “Stockholder Designee”) to serve on the Board until the next meeting of stockholders of the Company at which directors are elected. Thereafter, the Stockholder shall have the right to designate the Stockholder Designee or a successor thereto and, as long as JD holds no less than twelve and half percent (12.5%) such Stockholder Designee satisfies the requirements of Section 3.1(b), the then issued and outstanding share capital governance guidelines of the Company, on a fully diluted basis, JD shall be entitled as in effect from time to designate one (1) director time and is otherwise reasonably acceptable to the Board and the Corporate Governance and Nominating Committee of the Board (such directorincluding any successor committee, the “Nominating Committee”), the Company shall use its reasonable best efforts to cause the Stockholder Designee to be included in the slate of Directors approved by the Board for election at each meeting of stockholders of the Company at which directors are elected; provided, however, that if for any period greater than 30 consecutive days the Stockholder shall Beneficially Own Voting Securities representing less than the applicable Ownership Threshold, the Stockholder shall promptly cause the Stockholder Designee to resign and the contractual right of the Stockholder to designate a Director pursuant to this Section 3.1(a) or such other individual who may otherwise shall terminate. (b) The Stockholder Designee shall, in the reasonable judgment of the Nominating Committee and the Board, (i) have the requisite skill and experience to serve as a director of a publicly traded company, (ii) not be designated prohibited or disqualified from serving as a director of the Board pursuant to any rule or regulation of the SEC or NYSE or by JD applicable law, and (iii) satisfy the governance guidelines of the Company, as in effect from time to time, and the “JD Director”Organizational Documents of the Company and otherwise satisfy the qualification standards to serve as a Director set forth in the Company’s Corporate Governance Guidelines, as they may be amended from time to time. The Stockholder shall, and shall cause the Stockholder Designee to, timely provide the Company with accurate and complete information relating to the Stockholder and the Stockholder Designee that may be required to be disclosed by the Company under the Securities Act or the Exchange Act, including such information required to be furnished by the Company with respect to the Stockholder Designee in a proxy statement pursuant to Rule 14a-101 promulgated under the Exchange Act. In addition, at the Company’s request, the Stockholder shall cause the Stockholder Designee to complete and execute the Company’s director and officer questionnaire 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 reasonably requested by the Company. (c) Not less than 120 days prior to each meeting of stockholders of the Company at which directors are to be elected (assuming for these purposes that each annual meeting shall be held on the anniversary of the prior year’s annual meeting), the Stockholder shall provide the Company with written notice of the name of the Stockholder Designee to be nominated for election at such meeting. If it is determined that a Stockholder Designee does not satisfy the requirements of Section 3.1(a) and 3.1(b), or if such Stockholder Designee is not available or eligible to stand for election, then the Stockholder may attempt to name an acceptable and available replacement designee and any such designee satisfying the requirements set forth herein will be included as a nominee for election at such meeting if written notice of the name of such Stockholder Designee is provided to the Company within a reasonable period of time prior to the mailing of the proxy statement for such meeting. (d) Following the Closing, upon the resignation, retirement or other removal from office of the Stockholder Designee, (i) the Stockholder shall be entitled promptly to designate a replacement Stockholder Designee who satisfies the requirements of Section 3.1(a) and Section 3.1(b) and (ii) the Company shall promptly use its reasonable best efforts to cause the appointment or election of such JD Director replacement designee as a Director; provided that this Section 3.1(d) shall not require the Company to cause the appointment to the Board, including, convening Board of a meeting of Stockholder Designee to replace a Stockholder Designee who has resigned from the Board pursuant to following the Memorandum and Articles and appointing failure of such JD Director to the Board, and in the case of an election, (i) nominating such individual Stockholder Designee to be elected as a director as provided herein, (ii) 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 by the requisite vote of the election stockholders of the JD DirectorCompany. If such Stockholder Designee is not appointed, (iii) including such nomination and recommendation regarding such individual in at the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size request of the Board in order to appoint the JD Director. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the BoardStockholder, the Company shall cause will discuss with the Board to re-appoint Stockholder 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 appointment of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationan alternative Stockholder Designee.

Board Representation. (a) For as long as JD holds no less than twelve At the Closing, the Company and half percent (12.5%) the Board shall take all action to cause the Board to be comprised of nine Directors, which shall include three Directors proposed for nomination by the Shareholder for election by the Company’s shareholders at the shareholders meeting called for the purpose of approving the issuance of the then Purchased Shares to be issued pursuant to the Purchase Agreement. After the Closing Date, the Shareholder shall have the right to propose to the Corporate Governance and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director Nominating Committee nominees for election to the Board (for purposes of clarity such directorright shall be in lieu of, and not in addition to, the rights set forth in the preceding sentence) as set forth in Section 2.1(b); provided, however, that the final determination as to the appointment or recommendation to shareholders for election of any Director or any successor Director to the Board or any Committee thereof shall remain in the sole discretion of the Corporate Governance and Nominating Committee, and provided further that in making such other individual who may be designated by JD determination, the Corporate Governance and Nominating Committee shall apply reasonably and uniform standards consistent with past practices and consistent with the Company’s Corporate Governance Principles as in effect 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 provided further that in the case of an election, (i) nominating such individual event the Corporate Governance and Nominating Committee determines not to be elected as a director as provided herein, (ii) recommending appoint or recommend to the Shareholders shareholders the election of any Director, any successor Director or any alternative nominee proposed by the Shareholder, the Shareholder shall be entitled to nominate an alternative nominee for such JD Director directorship until the Corporate Governance and Nominating Committee shall so appoint and recommend to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of shareholders 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 an alternative nominee of the Board in order Shareholder. Each such Director or any successor Director shall also be required at the time of nomination to appoint satisfy the JD Directorindependence requirements of Nasdaq Rule 4200(a) (or such similar rules of such other national securities exchange on which the Common Stock is then listed or quoted for trading). (b) In accordance with Section 2.1(a), for so long as the event Shareholder beneficially owns or owns of record a number of shares of Common Stock equal to: (i) at least 27.5% of the deaththen outstanding Common Stock, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD Shareholder shall have the exclusive right to designate a replacement three Directors for election to fill such vacancy and serve on the Board; (ii) at least 17.5%, and but less than 27.5%, of the Company then outstanding Common Stock, the Shareholder shall promptly cause have the appointment or right to designate two Directors for election of such individual to the Board Board; and (who shalliii) at least 7.5%, following such appointment or electionbut less than 17.5%, be of the JD then outstanding Common Stock, the Shareholder shall have the right to designate one Director for purposes of this Agreement)election to the Board. (c) At The Company hereby agrees, subject to Section 2.1(a), to (i) include each of the Director nominees of the Shareholder on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any meeting Committee thereof), (ii) recommend the election of the Director nominees of the Shareholder to the shareholders of the Company, and (iii) without limiting the foregoing, to otherwise use commercially reasonable efforts to cause the Director nominees of the Shareholder to be elected to the Board. (d) Subject to Section 2.1(a), each Shareholder Director shall serve as a member of a different class of Directors as any other Shareholder Director and shall serve in such class as determined by the Corporate Governance and Nominating Committee of the Board. For so long as the Shareholder beneficially owns or owns of record a number of shares of Common Stock equal to at least 27.5% of the then outstanding Common Stock, each of the three Shareholder Directors shall be appointed by the Corporate Governance and Nominating Committee of the Board or any annual general or other meeting as a member of one of the Shareholders three Committees of the Board; provided, however, that may be held each Shareholder Director is qualified under the applicable 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), including the independence requirements of Nasdaq Rule 4200(a) (or such similar rules of such other national securities exchange on which the Common Stock is then listed or quoted for trading), and the Company’s Corporate Governance Principles (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time at to serve as a member of such Committee to which the JD Shareholder Director is up for re-appointment appointed. At each time as the number of Shareholder Directors which the Shareholder has a right to the Board, the 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 designate to the Board pursuant to this Section 2.1 is reduced (i) the terms Shareholder shall be entitled to designate which Shareholder Director shall resign from the Board at the next meeting of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any actionCompany’s shareholders for the purpose of electing Directors and, in favor the event the Shareholder fails to make such designation within five Business Days after the Shareholder is no longer entitled to designate for election such number of Directors, the Shareholder Director that shall no longer serve as a Director shall be the Shareholder Director that serves in the class of Directors that is scheduled to be nominated for election by the Company’s shareholders at the next annual meeting of the Company’s shareholders and (ii) the Shareholder shall no longer have the right to have the Shareholder Director(s) who resigns or is removed serve as a member of any Committee(s) of the Board; provided, however, subject to Section 2.1(a), that the Shareholder shall be entitled to have any remaining Shareholder Director replace the resigning or removed Shareholder Director on the Committee on which such resigning or removed Shareholder Director served if such remaining Shareholder Director resigns from the Committee on which such remaining Shareholder Director is then serving. (e) If a number of Shareholder Directors serve as members of the Board at any time at which the Shareholder has the right to designate, in accordance with and subject to Section 2.1(a) and (b), a lesser number of Shareholder Directors, promptly following a written request by the Company, the Shareholder shall immediately cause such Shareholder Director(s) (the identity of such Shareholder Director(s) to be determined by the Shareholder) to resign. If one or more Shareholder Director(s) serve as members of the Board at a time when the Shareholder no longer has the right to designate Shareholder Directors for election, promptly following a written request by the Company, the Shareholder shall immediately cause the Shareholder Director(s) to resign, as so requested. Upon the removal of Shareholder Director(s), the JD Director unless Shareholder shall no longer have the right to have Shareholder Director(s) serve as a member of such removal one of the Committee(s) of the Board of Directors on which the removed Shareholder Director(s) served; provided, however, subject to Section 2.1(a), that the Shareholder shall be entitled to have any remaining Shareholder Director replace the resigning or removed Shareholder Director on the Committee on which such resigning or removed Shareholder Director served if such remaining Shareholder Director resigns from the Committee on which such remaining Shareholder Director is then serving but only to the extent that such remaining Shareholder Director is qualified serve on such Committee under the applicable 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 Cause. Removal for “Cause” shall mean removal trading), including the independence requirements of a director because Nasdaq Rule 4200(a) (or such similar rules of such directorother national securities exchange on which the Common Stock is then listed or quoted for trading), and the Company’s Corporate Governance Principles (iapplied on a reasonable and uniform basis consistent with past practice) willful misconduct as in effect from time to time. (f) In the event that is materially injuriousthe number of Directors shall be increased above nine Directors, monetarily or otherwisethe number of Directors the Shareholder shall have the right to designate for election, in accordance with and subject to Section 2.1(a) and (b), shall increase proportionately (rounded to the nearest whole number of Directors). (g) During the term of this Agreement, the Company shall use its best efforts to prevent any amendment to the Company’s articles of incorporation or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationbylaws that are inconsistent with this Article II.

Board Representation. (a) For Until the earliest of (i) the Spin-Off Date (at which time a new Shareholders Agreement as long as JD holds no less than twelve to the Company shall be entered into in accordance with the Purchase Agreement) and half percent (12.5%ii) the date on which the IEP Group ceases to own at least 10.0% of the then issued and outstanding share capital shares of Common Stock, measured as a single class, provided, that the IEP Group Designee (as defined below) shall have resigned from the Board at least thirty (30) days prior to the IEP Entities’ (or the IEP Group’s) taking any of the actions set forth in Sections 3.02(a)(ii) through (xi) (it being understood that if the deadline for director nominations under the advance notice provisions of the Company’s by-laws expires during such thirty (30) day period, then the IEP Entities may, during such thirty (30) day period, submit to the Company a By-Law Director Nomination) (the “Board Designation Period”), the Board shall take all action necessary to nominate and recommend for election at each annual meeting of stockholders the then-serving Chief Executive Officer of IEP (or, if such individual is unwilling or unable to serve as a director of the Company, an individual designated by the IEP Group who is not an employee of any IEP Entity (the “Replacement Designee”); provided that any that such individual shall meet the applicable requirements set forth in the Company’s bylaws and the Corporate Governance Principles adopted by the Board and shall be reasonably acceptable to the Company (an “Acceptable Replacement Designee”), provided, that the fact that any proposed Replacement Designee is not an Acceptable Replacement Designee shall not terminate the IEP Group’s rights hereunder, and, until the end of the Board Designation Period, the IEP Group shall be entitled to continue designating new Replacement Designees until one such proposed Replacement Designee is an Acceptable Replacement Designee (the “IEP Group Designee”). Such individual who is or becomes a director of the Company in accordance with the foregoing shall continue as a director of the Company until the earlier of (x) his or her death, resignation or removal and (y) the time at which his or her successor is duly elected and qualified. Notwithstanding the foregoing, the Holder and its Affiliates shall cause the individual designated or nominated pursuant to this Section 3.04 to resign from the Board upon the termination of the Board Designation Period (it being understood that such individual’s form of resignation letter that is required to be executed by such individual and held by the Company Secretary as a condition of membership on the Board shall be automatically effective upon the termination of the Board Designation Period, as well as upon the effectiveness triggers applicable to all members of the Board). Solely for purposes of this Section 3.04(a), if the IEP Entities cease to own 10.0% or more of the then-issued and outstanding Common Stock, the IEP Entities shall not be considered members of the IEP Group. (b) AEP, IEH, IEP, the IEP Group Designee and the Company shall enter into a customary confidentiality agreement covering any confidential information to be received by the IEP Group Designee in connection with his or her service on the Board. (c) The Company shall pay the reasonable and documented out-of-pocket expenses incurred by the IEP Group Designee in connection with his or her services provided to or on behalf of the Company, including attending meetings or events attended on behalf 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 same basis that the Company shall promptly cause the appointment or election pays such expenses for all other members 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) For Until the earliest of (i) the Spin-Off Date (at which time a new Shareholders Agreement as long as JD holds no less than twelve to the Company shall be entered into in accordance with the Purchase Agreement) and half percent (12.5%ii) the date on which the IEP Group ceases to own at least 10.0% of the then issued and outstanding share capital shares of Common Stock, measured as a single class, provided, that the IEP Group Designee (as defined below) shall have resigned from the Board at least thirty (30) days prior to the IEP Entities’ (or the IEP Group’s) taking any of the actions set forth in Sections 3.02(a)(ii) through (xi) (it being understood that if the deadline for director nominations under the advance notice provisions of the Company’s by-laws expires during such thirty (30) day period, then the IEP Entities may, during such thirty (30) day period, submit to the Company a By-Law Director Nomination) (the “Board Designation Period”), the Board shall take all action necessary to nominate and recommend for election at each annual meeting of stockholders the then-serving Chief Executive Officer of IEP (or, if such individual is unwilling or unable to serve as a director of the Company, an individual designated by the IEP Group who is not an employee of any IEP Entity (the “Replacement Designee”); provided that any that such individual shall meet the applicable requirements set forth in the Company’s bylaws and the Corporate Governance Principles adopted by the Board and shall be reasonably acceptable to the Company (an “Acceptable Replacement Designee”), provided, that the fact that any proposed Replacement Designee is not an Acceptable Replacement Designee shall not terminate the IEP Group’s rights hereunder, and, until the end of the Board Designation Period, the IEP Group shall be entitled to continue designating new Replacement Designees until one such proposed Replacement Designee is an Acceptable Replacement Designee (the “IEP Group Designee”). Such individual who is or becomes a director of the Company in accordance with the foregoing shall continue as a director of the Company until the earlier of (x) his or her death, resignation or removal and (y) the time at which his or her successor is duly elected and qualified. Notwithstanding the foregoing, the Holder and its Affiliates shall cause the individual designated or nominated pursuant to this Section 3.04 to resign from the Board upon the termination of the Board Designation Period (it being understood that such individual’s form of resignation letter that is required to be executed by such individual and held by the Company Secretary as a condition of membership on the Board shall be automatically effective upon the termination of the Board Designation Period, as well as upon the effectiveness triggers applicable to all members of the Board). Solely for purposes of this Section 3.04(a), if the IEP Entities cease to own 10.0% or more of the then-issued and outstanding Common Stock, the IEP Entities shall not be considered members of the IEP Group. (b) IEP, the Seller, the IEP Group Designee and the Company shall enter into a customary confidentiality agreement covering any confidential information to be received by the IEP Group Designee in connection with his or her service on the Board. (c) The Company shall pay the reasonable and documented out-of-pocket expenses incurred by the IEP Group Designee in connection with his or her services provided to or on behalf of the Company, including attending meetings or events attended on behalf 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 same basis that the Company shall promptly cause the appointment or election pays such expenses for all other members 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (ai) For as long as JD holds no less than twelve and half percent On the date hereof, the Board shall adopt resolutions that (12.5%A) increase the number of natural persons that constitute the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate whole Board by one (1) director to person and (B) fill the Board (such director, or such other individual who may be designated vacancy created by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election virtue 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 increase in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 with ▇▇▇▇▇ ▇▇▇▇▇▇ (the “Initial Appointment”). For the avoidance of doubt, (1) Dynegy acknowledges and agrees that ▇▇▇▇▇ ▇▇▇▇▇▇ meets all of the qualifications set forth in order Section 9(a)(ii) and has provided all of the requisite information necessary to appoint be admitted to the JD Board on the date hereof and (2) ▇▇▇▇▇ ▇▇▇▇▇▇ shall be considered a Designated Director. (bii) Until a Termination Event, Purchaser shall have the right to nominate an individual for election to the Board, in each case pursuant to the Dynegy Organizational Documents, who must in the reasonable, good faith judgment of the Corporate Governance and Nominating Committee of the Board, (1) have the requisite skill and experience to serve as a director of a publicly traded company, (2) not be prohibited or disqualified from serving as a director of Dynegy pursuant to the Dynegy Bylaws (as in effect as of the date hereof) or any rule or regulation of the Commission, the NYSE (or any other principal stock exchange or market upon which the Common Stock may be listed) or by applicable Law and (3) otherwise be reasonably acceptable to the Corporate Governance and Nominating Committee of the Board (the “Designated Director”). Purchaser shall, and shall cause the Designated Director to, timely provide Dynegy with accurate and complete information relating to Purchaser and the Designated Director that may be required to be disclosed by Dynegy under the Exchange Act. In addition, at Dynegy’s request, Purchaser shall cause the event Designated Director to complete and execute Dynegy’s standard director and officer questionnaire and provide such other information as Dynegy 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 Dynegy; provided that, in each case, all such information is generally required to be delivered to Dynegy by the other outside directors of Dynegy. (iii) 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. (iv) Following the Initial Appointment, in order to designate an individual as the Designated Director, Purchaser must deliver to Dynegy a written notice in accordance with the notice provisions set forth in Section 14(d), which notice shall include (A) the name, age, business address and residence address of such designee, (B) a current resume and curriculum vitae of such designee and (C) a statement describing such designee’s qualifications. (v) Prior to a Termination Event: (A) in connection with each annual meeting of Stockholders, and subject to the conditions of Section 9(a)(ii) of this Agreement, Dynegy shall nominate the Designated Director for election or reelection, as applicable, to the Board and shall use its reasonable best efforts, and 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) upon written notice from Dynegy to Purchaser that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, Purchaser will cause the Designated Director then serving as a member of the Board to resign as a member of the Board within five (5) Business Days of such written notice; and (C) any vacancy caused by the death, disability, retirement removal or resignation of the JD Designated Director shall be filled by the Board with an individual designated by Purchaser who, subject to the conditions of Section 9(a)(ii) of this Agreement, shall become the Designated Director. (vi) Any action by Purchaser to designate or any other vacancy created replace the Designated Director shall be evidenced in writing delivered to Dynegy and shall be signed by removal thereof)or on behalf of Purchaser. (vii) Prior to designating a Designated Director, JD Purchaser shall, to the extent requested in writing by Dynegy, enter into a written agreement in a form reasonably satisfactory to Dynegy 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 Purchaser’s request, as applicable. Purchaser acknowledges and agrees that such an agreement is in the best interest of Dynegy and Purchaser, and that Dynegy shall be a third-party beneficiary of the terms and conditions of such an agreement, and Dynegy shall have the exclusive right to designate a replacement to fill enforce such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual an agreement to the Board (who shall, following such appointment or election, be same extent as the JD Director for purposes of this Agreement)parties thereto. (cviii) At any meeting Dynegy shall notify the Designated Director of all regular and special meetings of the Board or and of all regular and special meetings of any annual general or other meeting committee of the Shareholders that may be held from time to time at Board of which the JD Designated Director is up for re-appointment a member. Dynegy shall provide the Designated Director 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 Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationmembers.

Board Representation. (a) For Pursuant to the Acquisition Agreement and in accordance with the terms thereof, the Stockholder has designated one Director (the “Stockholder Designee”) to serve on the Board until the next meeting of stockholders of the Company at which directors are elected. Thereafter, the Stockholder shall have the right to designate the Stockholder Designee or a successor thereto and, as long as JD holds no less than twelve and half percent (12.5%) such Stockholder Designee satisfies the requirements of Section 3.1(b), the then issued and outstanding share capital governance guidelines of the Company, on a fully diluted basis, JD shall be entitled as in effect from time to designate one (1) director time and is otherwise reasonably acceptable to the Board and the Corporate Governance and Nominating Committee of the Board (such directorincluding any successor committee, the “Nominating Committee”), the Company shall use its reasonable best efforts to cause the Stockholder Designee to be included in the slate of Directors approved by the Board for election at each meeting of stockholders of the Company at which directors are elected; provided, however, that if for any period greater than 30 consecutive days the Stockholder shall Beneficially Own Voting Securities representing less than the applicable Ownership Threshold, the Stockholder shall promptly cause the Stockholder Designee to resign and the contractual right of the Stockholder to designate a Director pursuant to this Section 3.1(a) or such other individual who may otherwise shall terminate. (b) The Stockholder Designee shall, in the reasonable judgment of the Nominating Committee and the Board, (i) have the requisite skill and experience to serve as a director of a publicly traded company, (ii) not be designated prohibited or disqualified from serving as a director of the Board pursuant to any rule or regulation of the SEC or NYSE or by JD applicable law, and (iii) satisfy the governance guidelines of the Company, as in effect from time to time, and the “JD Director”Organizational Documents of the Company and otherwise satisfy the qualification standards to serve as a Director set forth in the Company’s Corporate Governance Guidelines, as they may be amended from time to time. The Stockholder shall, and shall cause the Stockholder Designee to, timely provide the Company with accurate and complete information relating to the Stockholder and the Stockholder Designee that may be required to be disclosed by the Company under the Securities Act or the Exchange Act, including such information required to be furnished by the Company with respect to the Stockholder Designee in a proxy statement pursuant to Rule 14a-101 promulgated under the Exchange Act. In addition, at the Company’s request, the Stockholder shall cause the Stockholder Designee to complete and execute the Company’s director and officer questionnaire 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 reasonably requested by the Company. (c) Not less than 120 days prior to each meeting of stockholders of the Company at which directors are to be elected (assuming for these purposes that each annual meeting shall be held on the anniversary of the prior year’s annual meeting), the Stockholder shall provide the Company with written notice of the name of the Stockholder Designee to be nominated for election at such meeting. If it is determined that a Stockholder Designee does not satisfy the requirements of Section 3.1(a) and 3.1(b), or if such Stockholder Designee is not available or eligible to stand for election, then the Stockholder may attempt to name an acceptable and available replacement designee and any such designee satisfying the requirements set forth herein will be included as a nominee for election at such meeting if written notice of the name of such Stockholder Designee is provided to the Company within a reasonable period of time prior to the mailing of the proxy statement for such meeting. (d) Following the Closing, upon the resignation, retirement or other removal from office of the Stockholder Designee, (i) the Stockholder shall be entitled promptly to designate a replacement Stockholder Designee who satisfies the requirements of Section 3.1(a) and Section 3.1(b) and (ii) the Company shall promptly use its reasonable best efforts to cause the appointment or election of such JD Director replacement designee as a Director; provided that this Section 3.1 (d) shall not require the Company to cause the appointment to the Board, including, convening Board of a meeting of Stockholder Designee to replace a Stockholder Designee who has resigned from the Board pursuant to following the Memorandum and Articles and appointing failure of such JD Director to the Board, and in the case of an election, (i) nominating such individual Stockholder Designee to be elected as a director as provided herein, (ii) 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 by the requisite vote of the election stockholders of the JD DirectorCompany. If such Stockholder Designee is not appointed, (iii) including such nomination and recommendation regarding such individual in at the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size request of the Board in order to appoint the JD Director. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the BoardStockholder, the Company shall cause will discuss with the Board to re-appoint Stockholder 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 appointment of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationan alternative Stockholder Designee.

Board Representation. (a) For Effective as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital First Closing Date, the Board of Directors of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to Seller will appoint Mich▇▇▇ ▇. ▇▇▇▇ ▇▇▇ Raym▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇ the Board (such directorof 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 such other individual who may be designated by JD from time death. Until the first to time, the “JD Director”), and the Company shall promptly cause the appointment or election occur 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 election, (i) nominating such individual to be elected as a director as provided hereinthe passage of five calendar years after the First Closing Date, (ii) recommending to the Shareholders date (if any) on which the election of such JD Director to Purchaser and all Persons controlling, controlled by, or under common control with the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor Purchaser no longer collectively own at least five percent of the election of the JD Directoroutstanding Seller Common Stock, and (iii) including 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) with respect to whom 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 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, or (b) who does not agree in writing to 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 serve as a Director of the Board in order to appoint Seller if elected as such by the JD Director. (b) In the event stockholders of the deathSeller. In addition, disabilityduring the Corporate Governance Period, retirement or resignation the Seller will appoint one designee of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual Purchaser to the Advisory Committee to the Seller's Board (who shallof Directors; provided, following such appointment or electionhowever, that notwithstanding the foregoing, the Purchaser agrees that the Seller shall not be required to so appoint any individual designated by the JD Purchaser with respect to whom, if a Director for purposes of this Agreement). (c) At any meeting of the Board Seller, disclosure would have to be made in any report or any annual general or other meeting of proxy material required to be filed with the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the 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 Commission pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees Exchange Act that it shall not take any actionwas subject, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily directly or otherwiseindirectly, to the Company disclosure requirements of either Item 401(f) of Regulation S-K, Item 401(d) of Regulation S-B, or any successor provision of its Subsidiariesany of the foregoing, (iiin compliance with Item 401(f) conviction forof Regulation S-K, Item 401(d) of Regulation S-B, or guilty plea toany successor provision of any of the foregoing. Notwithstanding any provision of this Agreement to the contrary, however, in the event that neither a felony or Second Closing nor a crime involving moral turpitudeThird Closing occurs hereunder, or (iii) abuse then the Seller shall only be required pursuant to this Section 6.2 to nominate one such individual designated by the Purchaser for election to the Seller's Board of illegal drugs or other controlled substances or habitual intoxicationDirectors for the remainder, if any, of the Corporate Governance Period.

Board Representation. (a) For as so long as JD holds no less than twelve M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is a holder of a Note issued hereunder (the “Representation Period”), the Nominating and half percent Corporate Governance Committee (12.5%the “Nominating Committee”) of the then issued and outstanding share capital Company’s Board shall nominate a Designated Nominee (as defined below) for election to the Board at each meeting of the Company’s stockholders held during the Representation Period at which directors are to be elected, on a fully diluted basis, JD shall commencing with the Company’s annual meeting of stockholders currently scheduled to be entitled to designate one held in June 2013 (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director2013 Annual Meeting”), and the Company Board shall promptly cause the appointment or election of such JD Director recommend to the Boardstockholders that such Designated Nominee be so elected at such meeting (collectively, including, convening a meeting of the “Nomination Obligations”). The Board pursuant shall take all such actions necessary during the Representation Period to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 ensure that the size of the Board in order is large enough to appoint accommodate the JD Director. (b) In Designated Nominee’s election to the event Board as a director of the death, disability, retirement or resignation Company. The Nomination Obligations are subject to the following conditions: (i) the Designated Nominee’s satisfaction of all legal and governance requirements regarding the Designated Nominee’s service as a director of the JD Director Company and (ii) the fiduciary duties imposed on the directors of the Company by the Nomination Obligations. “Designated Nominee” means a person designated by M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (x) who is able to satisfy all such legal and governance requirements and (y) the nomination and recommendation of whom would not cause the Nominating Committee or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, respectively, to breach such fiduciary duty (collectively, the “Director Qualifications”). Notwithstanding the foregoing, if (1) the timing of the Closing at which M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ first purchases a Note makes it impracticable for the Company to prepare and file with the SEC, on or before April 30, 2013, a definitive proxy statement containing the information regarding the Designated Nominee that is required to be disclosed therein pursuant to the SEC’s Schedule 14A or (2) the Designated Nominee fails to timely provide the Company with all information needed to prepare and file such definitive proxy statement by April 30, 2013 that it may reasonably request from the Designated Nominee, then, subject to Director Nominee’s satisfaction of the Director Qualifications, (A) the Nominating Committee shall recommend for election, and the Company Board shall promptly cause elect, the appointment or election of such individual Designated Nominee to the Board (who shall, as soon as is reasonably practicable following such appointment or election, be the JD Director for purposes of this Agreement). (c) At any 2013 Annual Meeting to serve until the next annual meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time stockholders at which directors are elected and until his or her successor is duly elected and qualifies and (B) the JD Director is up for re-appointment to the Board, the Company Nomination Obligations 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless commence with such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationnext annual meeting.

Board Representation. (a) For as So long as JD holds no less than twelve and half percent (12.5%) the sum of the number of Ordinary Shares and the number of Ordinary Shares into which the then issued and 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 capital split, share dividend, recapitalization, reclassification or similar transaction of the CompanyCompany made in respect of any Ordinary Shares, on a fully diluted basis, JD 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 JD the Investor from time to time, the “JD Investor Director”), and the Company shall promptly cause arrange for the appointment or election of such JD Investor Director to the BoardBoard 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, including convening a meeting of the Board or obtaining resolutions in writing signed by all directors pursuant to the Memorandum and Articles Constitution and appointing such JD 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) using best efforts to ensure, and to the extent permitted by Applicable Law and the Company’s Constitution, recommending to the Shareholders Shareholders, the election of such JD Investor Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Investor 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 Investor Director; provided, however, that the Investor Director candidate shall be subject to the approval of the Board, which approval shall not be unreasonably withheld, and further subject to the election by the Shareholders of the Company to the extent required by Applicable Law and the Company’s Constitution. (b) The Investor Directors shall be entitled to be nominated or appointed to the compensation committee of the Board, subject to the approval of the Board, which approval shall not be unreasonably withheld. (c) The nomination and appointment right under this Section 2.01 will be subject to the Investor Director 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 satisfy the Board Qualifications, (ii) any removal of the Investor Director (with or without cause) pursuant to Applicable Law or the Company’s Constitution, (iii) the death, disability, retirement or resignation of the JD Investor Director (or any other vacancy created by removal thereofthereof by or at the direction of the Investor), JD 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 the Company shall promptly cause arrange for the appointment or election of such individual to the its Board (who shall, following such appointment or election, be the JD Investor Director for purposes of this Agreement); provided, however, that the Investor Director candidate thus designated shall satisfy the Board Qualifications, and shall be subject to the approval of the Board, which approval shall not be unreasonably withheld, and further subject to the election by the Shareholders of the Company. (cd) 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 restricted in any confidential communications or discussions with or the confidential provision of information to the 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 cause under Applicable Law. (e) 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 JD Investor Director is up for re-appointment or re-election to the Board, the Company shall cause the Board to re-appoint the JD Investor Director to serve on the Board and shall use best commercially reasonable efforts to ensure that the JD Investor Director is re-appointed elected by the Shareholders to serve on the Board pursuant to the terms of the Memorandum and Articles Constitution and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Investor Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) 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 second 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 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 long a member of the Board of any Stockholder Designee as JD holds no less than twelve and half percent set forth in this Agreement. (12.5%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 Annex A hereto resigning from the Board and from any committees or subcommittees thereof to which he or she is then issued appointed or on which he or she is then serving upon the occurrence of the Board Right Termination Event applicable to such Stockholder Designee, and outstanding share capital (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, on a fully diluted basis, JD shall be entitled to designate one ’s website (1) director to the Board (such director, or such other individual who may be designated by JD as in effect from time to time, the “JD Director”), and in each case to the extent applicable to all non-employee Directors generally. The Company shall promptly cause 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 of such JD Director 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, convening a as applicable, the Company’s I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 pursuant to Right Period at which the Memorandum and Articles and appointing such JD Director 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, and in the case of an election, including by (i) nominating such individual Stockholder Designee for election to be elected serve as a director Director as provided hereinin this Agreement, (ii) recommending subject to compliance by ACP with Section 3.1(f), including such nomination and other required information regarding such Stockholder Designee in the Shareholders the election of Company’s proxy materials for such JD Director to the Board in any meeting of Shareholders to elect directors, including stockholders and (iii) soliciting or causing the solicitation of proxies in favor of the election of the JD 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 (iiifor any reason) as a Director, including such nomination and recommendation regarding 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) 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 Shareholders stockholders of the Company shall have failed to elect directorsbe elected or re-elected, as the case may be, by the requisite vote of the Company’s stockholders; 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 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 general 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 the same rights, privileges and compensation applicable to all other non-employee Directors generally or to 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 First Stockholder Designee, such Stockholder Designee shall not receive the director fees that are payable by the Company to non-employee Directors generally. (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 Stockholder Designee pursuant to Sections 3.1(c) if ACP 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); provided, however, that following the curing of the any such failure, ACP’s right to designate Stockholder Designees shall be reinstated and the Company will take such action as is necessary to appoint or otherwise reinstate the Stockholder Designees to the Board, and (ivii) if necessarya material breach of this Agreement by the Stockholders shall have occurred, expanding the size which breach has not been cured in all material respects within fifteen (15) Business Days of the Board receipt by the Stockholders of written notice from the Company specifying in order reasonable detail the nature of such material breach, in addition to appoint any other remedies that the JD DirectorCompany may have, the Company may terminate ACP’s right to designate the Stockholder Designees hereunder. (bi) In During the event Board Right Period, except as required by applicable Law, the Company shall not take any action to cause the removal (without cause) of the death, disability, retirement or resignation of the JD Director a Stockholder Designee serving as a Director. ACP shall cause each then-serving Stockholder Designee to resign (or any other vacancy created by removal thereof), JD shall have the exclusive subject to ACP’s right to designate a replacement to fill such vacancy and serve on Stockholder Designee in accordance with Section 3.1(e)) or, if reasonably sufficient, recuse himself or herself if the Board, and the Company shall promptly cause the appointment or election presence of such individual to as a Stockholder Designee on the Board shall, in the reasonable and good faith judgment of the Board (who shallafter deliberation and an opportunity for the applicable Stockholder Designee to be heard if desired), following such appointment reasonably be likely to violate applicable Law or election, otherwise be reasonably likely to impair the JD Director for purposes Board’s exercise of this Agreement)its fiduciary duties. (cj) At Notwithstanding anything to the contrary in this Agreement, each Stockholder Designee, during the term of any meeting service as a Director of the Board Company, shall not be prohibited from acting in his or any annual general her capacity as a director and complying with his or other meeting her fiduciary duties as a director of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationCompany.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) Within 15 days following the closing of the Credit Agreement, the Board shall appoint one individual designated by Delaware Life to serve on the Board (the “Holder Designee”); provided, that such Holder Designee shall satisfy the applicable requirements set forth in Section 2.01(b); provided, further, that upon the occurrence of the Board Right Termination Event, Delaware Life shall promptly cause the Holder Designee, if then issued serving on the Board, to resign, effective immediately, from the Board and outstanding share capital from any committees or subcommittees thereof to which such Holder Designee is then appointed or on which he or she is then serving, and the right of Delaware Life to designate such Holder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, a Holder Designee designated by Delaware Life pursuant to Section 2.01 (i) shall not be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or securities exchange on which the Company’s Equity Interests are listed or pursuant to applicable Law, (ii) shall, prior to his or her appointment or election to the Board, provide an executed resignation letter, in substantially the form attached hereto as Exhibit A, 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 the Board Right Termination Event and (iii) shall, in the good faith reasonable judgement of the Nominating, Corporate Governance and Conflicts Committee of the Board, satisfy the requirements set forth in the Company’s Organizational Documents and the Corporate Governance Guidelines and Code of Business Conduct and Ethics included in the corporate governance section of the Company’s website, on a fully diluted basisin each case, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD as in effect from time to time. The initial designee to serve as the Holder Designee shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, who has been approved pursuant to Section 2.01(b)(iii). (c) During the “JD Director”)Board Right Period, and the Company shall promptly cause use commercially reasonable efforts to procure, at each annual general meeting of the appointment stockholders of the Company occurring during the Board Right Period at which the term of the Holder Designee will expire in accordance with the Company’s Organization Documents, the election or election re-election, as the case may be, of such JD Director the applicable Holder Designee 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 election, including by (i) nominating such individual Holder Designee for election to be elected serve as a director Director as provided hereinin this Agreement, (ii) recommending subject to compliance by Delaware Life with Section 2.01(f), including such nomination and other required information regarding such Holder Designee in the Shareholders the election of Company’s proxy materials for such JD Director to the Board in any meeting of Shareholders to elect directors, including stockholders and (iii) soliciting or causing the solicitation of proxies in favor of the election of the JD such Holder 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 Holder Designee belongs are to be elected or re-elected, as the case may be, or until such Holder Designee’s successors shall have been elected and qualified, or at such earlier time, if any, as such Holder Designee may resign, retire, die or pursuant to this Agreement be removed as a Director, including upon the occurrence of a Board Right Termination Event in accordance with the terms of this Agreement. (d) Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to procure the election or re-election of any individual pursuant to Section 2.01(c) if such individual shall have previously been designated by Delaware Life pursuant to Section 2.01(a) or Section 2.01(c) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 2.01(c), 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. For the avoidance of doubt, in such event, Delaware Life shall have the right to designate a different Holder Designee and the provisions of Section 2.01(c) and 2.01(d) shall apply to such replacement Holder Designee. (e) During the Board Right Period, (i) Delaware Life shall have the right (but not the obligation), upon written notice to the Company, to designate a Holder Designee to replace a Holder Designee who shall have resigned, retired, died or been removed from office (for any reason), (ii) the provisions of Section 2.01(c) and Section 2.01(d) shall apply to any such replacement Holder Designee and (iii) including promptly following the receipt of written notice from Delaware Life as contemplated above following the resignation, retirement, death or removal from office of such nomination and recommendation regarding Holder Designee, the Board shall appoint such individual in the Company’s notice for any meeting of Shareholders replacement Holder Designee to elect directors, and (iv) if necessary, expanding the size of serve on the Board in order to appoint place of such former Holder Designee who has resigned, retired, died or been removed from office, in the JD Directorclass of Directors previously including such former Holder Designee. (bf) In Not less than ninety (90) nor more than one hundred twenty (120) days prior to the event anniversary of the death, disability, retirement or resignation prior year’s annual meeting of stockholders of the JD Company occurring during the Board Right Period at which members of the class of Directors to which the Holder Designee belongs are to be elected, Delaware Life shall (i) notify the Company in writing of the name of the Holder Designee to be nominated for election at such meeting and (ii) provide, or cause such Holder Designee to provide, to the Company, all information concerning such Holder Designee and his or her nomination to be elected as a Director at such meeting. (or g) Notwithstanding anything in this Section 2.01 to the contrary, the Company will not be obligated to take any other vacancy created by removal thereof), JD action in respect of any Holder Designee pursuant to Section 2.01(c) if Delaware Life shall have failed, in any material respect, to provide, or cause to be provided, any notice or information required by Section 2.01(f); provided, that the exclusive foregoing shall not in any way infringe upon or otherwise limit any remedy the Company may have with respect to such breach. (h) If the presence of the Holder Designee on the Board shall, in the reasonable judgment of the Board, violate, or, upon advice of outside counsel, be reasonably likely to violate, applicable Law or otherwise impair, or be reasonably likely to impair, the Board’s exercise of its fiduciary duties, Delaware Life shall cause the then-serving Holder Designee to resign (subject to Delaware Life’s right to designate a replacement Holder Designee in accordance with Section 2.01(e)) or, if reasonably sufficient, recuse himself or herself. (i) Directors of the Company are subject to fill removal pursuant to the applicable provisions of the organization documents of the Company; provided, however, for as long as this Agreement remains in effect, subject to applicable law, the Holder Designee may only be removed with the consent of Delaware Life, unless such vacancy and serve on removal is for cause. (j) At all times, the Holder Designee (i) while serving as a member of the Board, shall be entitled to coverage under any “directors’ and officers’” liability insurance maintained by the Company shall promptly cause the appointment (or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At any meeting person on behalf of the Board or any annual 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, the Company shall cause the Board to re-appoint the JD Director to serve on the Board Company) 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction forshall be entitled to all other rights to indemnification, or guilty plea toadvancement of expenses and exculpation, in each case, as are then made available to directors generally. For the avoidance of doubt, no adverse amendment to such rights will be effective as to a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationHolder Designee without such Holder Designee’s written consent.

Board Representation. (ai) For as long as JD holds no less than twelve At and half percent (12.5%) immediately after the Closing, the Board shall have ten directors, divided into three classes. One member of the then issued and outstanding share capital Board shall initially be designated by the Shareholder to be a Class II director with a three year term from the date of the Company, on a fully diluted basis, JD shall be entitled to designate one ’s most recent annual meeting of stockholders (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD DirectorShareholder Nominee”), and . Unless 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 Shareholder expressly agrees in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Boardwriting, the Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use its best efforts to ensure that the JD Director Shareholder Nominee is renot removed without cause. (ii) The Shareholder acknowledges that pursuant to a separate agreement between the Company and FIS, up to four directors shall be designated by FIS and that pursuant to a separate agreement between the Company and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, two directors shall be designated by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. (iii) If, at any time following the election of the Shareholder Nominee and prior to the third anniversary of the Closing Date, a vacancy exists in the office of the Shareholder Nominee, the Shareholder will be entitled to designate a successor and, in connection with any subsequent meeting of the shareholders of the Company or the Board at which such vacancy is to be filled, the Company will use its best efforts to cause the successor to be so elected. Notwithstanding anything to the contrary contained herein, upon the earlier to occur of the following: (x) the date on which the Shareholder and its affiliates own less than one million shares of Common Stock; and (y) the date that is three years from the anniversary of the Closing Date, the Shareholder’s right to designate the Shareholder Nominee shall cease and, upon notice from the Company to the Shareholder, the Shareholder shall cause the Shareholder Nominee to immediately resign. The Shareholder Nominee, upon election as a director, will receive standard board fees, perquisites, expense reimbursements and option grants, in accordance with the Company’s policy of paying directors, as such policy may be in effect from time to time. (iv) For so long as Shareholder and its affiliates own directly or indirectly at least one million shares of Common Stock, and there is no nominee of the Shareholder or its affiliates then serving as a director of the Company, the Shareholder will have the right to designate one person to attend meetings of the Board as a non-appointed by voting observer (the Shareholders “Shareholder Observer”). Such Shareholder Observer will have the right to receive notice of and attend and participate in discussions at each regular and special meeting of the Board and will be entitled to receive at the same time they are provided to the Board pursuant copies of any information concerning the Company that is provided to the terms Company’s directors. Such Shareholder Observer will be bound by the same duties and obligations of loyalty and confidentiality with respect to such information as the directors of the Memorandum Company. (v) From the Closing and Articles continuing until the earliest of (x) the date that is five years after the Closing Date, (y) the date FIS and its affiliates no longer beneficially own (as defined in Rule 13d-3 and 13d-5 under the Exchange Act) more than 10% of the outstanding shares of any Applicable Law. The class of capital stock of the Company which are entitled to vote generally in the election of directors, and (z) the Shareholder and its affiliates do not own at least one million shares of Common Stock, the Shareholder agrees that it shall not take and its affiliates: (a) with respect to any actionproposal submitted to the Company’s shareholders regarding the election of directors, will vote all Common Stock which they have the right to vote in favor of the removal nominees designated by the Company’s directors other than the directors designated by FIS and its affiliates, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and his affiliates, and the Shareholder and its affiliates (the “Public Directors”); (b) with respect to any proposal to amend the Company’s Articles of Incorporation or Bylaws, will vote all Common Stock which they have the right to vote against any such proposal that has not been approved by a majority of the JD Director unless Public Directors; (c) will not, and will cause its affiliates not to, call, or support (by way of giving a proxy or written consent) any person in seeking to call, any special meeting of the Company’s shareholders; (d) will not, and will cause its affiliates not to, seek or vote to remove or support (by way of giving a proxy or written consent) any person in seeking to remove, without cause, any member or members of the Board; (e) will not solicit, obtain, hold or vote the written proxies of any other shareholders of the Company; (f) will not enter into any binding agreement, arrangement or understanding with any other person jointly to take or cause such removal shall be for Cause. Removal for “Cause” shall mean removal other person to take any action which would, if done by the Shareholder or its affiliates, result in a violation of clauses (c), (d) or (e) of this Section 5(i)(v); and (g) will not publicly announce that it is seeking a director because waiver of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse the provisions of illegal drugs or other controlled substances or habitual intoxicationthis Section 5(i)(v).

Board Representation. (ai) For as long as JD holds no less than twelve and half percent (12.5%) Promptly following the written request of the then issued and outstanding share capital Purchaser, if prior to a Termination Event, the Board shall adopt resolutions that (i) increase the number of natural persons that constitute the Company, on a fully diluted basis, JD shall be entitled to designate whole Board by 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”), person 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to fill the Shareholders the election vacancy created by virtue of such JD Director to the Board increase 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 with an individual designated by the Purchaser, who must in order to appoint the JD Director. (b) In the event reasonable judgment of the deathCompany, disability(A) qualify as an Independent Director, retirement (B) have the requisite skill and experience to serve as a director of a publicly traded company, (C) not be prohibited or resignation disqualified from serving as a director of the JD Director 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 vacancy created by removal thereofprincipal stock exchange or market upon which the Common Stock may trade), JD 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 have stand for nomination and appointment to the exclusive right to designate a replacement to fill such vacancy Company's Board of Directors in accordance with the provisions in the Company's, Nominating and serve on the BoardCorporate 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 Purchaser shall promptly cause the appointment or election of Designated Director to complete and execute the Company's standard director and officer questionnaire and provide 7140498v.6 such individual other information as the Company may reasonably request prior to being admitted to the Board (who shall, following or standing for reelection at an annual meeting of Stockholders or at such appointment or election, other time as may be requested by the JD Director for purposes of this Agreement)Company. (cii) At any meeting of the Board The Designated Director will hold office until his or any annual general her term expires and such Designated Director's successor has been duly elected and qualified or other meeting of the Shareholders that may be held from time until such Designated Director's earlier death, resignation or removal. (iii) In order to time at which the JD Director is up designate an individual for re-appointment to the Board, the 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 Purchaser must submit to the Board pursuant to Company a written notice in accordance with the terms notice provisions set forth in Section 7.8 of the Memorandum and Articles and any Applicable Law. The Company agrees that it this Agreement, which notice shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s include (i) willful misconduct that is materially injuriousthe name, monetarily or otherwiseage, to the Company or any business address and residence address of its Subsidiariessuch designee, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or current resume and curriculum vitae of such designee and (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationa statement describing such designee's qualifications.

Board Representation. (a) For as long as JD holds no less than twelve and half percent On or prior to the date hereof, the Board shall adopt resolutions that (12.5%i) increase the number of natural persons that constitute the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate whole Board by 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”), person 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to fill the Shareholders the election vacancy created by virtue of such JD Director to the Board increase 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 with an individual designated by the Purchaser, in order each case pursuant to appoint the JD 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 as amended in accordance with Section 4.02) 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,” which such Designated Director shall initially be R▇▇ ▇. ▇▇▇▇▇). 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. (b) In the event of the 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, disability, retirement resignation or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)removal. (c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time In order to time at which the JD Director is up designate an individual for re-appointment to the Board, the Company Purchaser must submit to Triangle a written notice in accordance with the notice provisions set forth in Section 7.07 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. (d) Prior to a Termination Event: (i) in connection with each annual meeting of Stockholders, and subject to the conditions of Section 2.01(a) 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 re-appoint recommend that the JD Stockholders vote “FOR” the election of the Designated Director; (ii) promptly following any annual meeting of Stockholders at which the Designated Director is not elected to serve on the Board, and subject to the provisions of Section 2.01(a) of this Agreement, the Board shall adopt resolutions that (A) increase the number of natural persons that constitute the whole Board by one (1) person and (B) 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 (A) of this Section 2.01(d)(ii), the Board shall amend the Triangle Bylaws as necessary to permit the Board to comply with clause (A) of this Section 2.01(d)(ii); (iii) any Designated Director may be removed pursuant to Section 3.6 of the Triangle Bylaws, and any vacancy created by such removal shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 2.01(a) of this Agreement, shall become the Designated Director; (iv) 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) Business Days of such written notice; and (v) any vacancy caused by the death, disability or resignation of the Designated Director shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 2.01(a) of this Agreement, shall become the Designated Director. (e) Any action by the Purchaser to designate or replace the Designated Director shall be evidenced in writing furnished to Triangle and shall use be signed by or on behalf of the Purchaser. (f) 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 the Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such an agreement is in the best efforts interest of Triangle and the Purchaser, and that Triangle shall be a third party beneficiary of the terms and conditions of such an agreement, and Triangle shall have the right to ensure that the JD Director is re-appointed by the Shareholders enforce such an agreement to the Board pursuant to same extent as the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it parties thereto. (g) Triangle shall not take any actionaction that would lessen, in favor restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the removal Purchaser to Board representation, including by nominating more directors for election to the Board than the number of directors constituting the JD Director unless full Board; provided, however, that Triangle shall not be prohibited from taking such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s action that the Board determines (i) willful misconduct that is materially injurious, monetarily may be necessary to (A) comply with any rule or otherwise, to regulation of the Company Commission or NYSE MKT (or any of its Subsidiaries, other principal stock exchange or market upon which the Common Stock may trade) or (B) comply with applicable Law or (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse is required to comply with the provisions of illegal drugs or other controlled substances or habitual intoxicationthe Triangle Organizational Documents.

Board Representation. (a) For Effective as long of immediately following the closing of the Transaction, the Company will increase the size of the Board by one director, and the Investors shall be entitled to designate one individual to the Board for appointment to the Board to serve as JD holds no less than twelve a Class II director (such designee, the “Investor Designee”). Upon such designation, the Nominating and half Corporate Governance Committee (the “NCGC”) shall recommend the appointment of the Investor Designee and the Board shall appoint the Investor Designee to fill the vacancy on the Board. Thereafter, neither the NCGC nor the Board shall withhold its recommendation for the re-election of the Investor Designee to the Board. Following the expiration of the Investor Designee’s initial term, until the first day on which the Investors (together with their Affiliates) cease to Beneficially Own at least ten percent (12.510%) of the then issued and outstanding share capital Common Stock, including the Conversion Shares and the Warrant Shares (the “Board Representation Rights Termination Event”), the Company will be required to (i) include the Investor Designee in the Company’s slate of director nominees and recommend to its stockholders that the Company’s stockholders vote in favor of the electing the Investor Designee to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Investor Designee elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal of any director who is designated by the Investors in accordance with this Section 4.1(a), the Company agrees to take at any time and from time to time all actions necessary to cause the vacancy created thereby to be filled as promptly as practicable by a new designee of the Investors. (b) The Investor Designee shall not be entitled to any cash or equity compensation from the Company in connection with his or her service as a director of the Company; provided, on a fully diluted basis, JD that the Investor Designee shall be entitled to designate one receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Investor Designee shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with the performance of his or her services as a director of the Company to the same extent as the other members of the Board. The Company shall notify the Investor Designee of all regular and special meetings of the Board. The Company shall provide the Investor Designee 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. (1c) director Following the Board Representation Rights Termination Event, the Investors will have no further rights under this Section 4.1 and, at the written request of the Board, the irrevocable resignation letter described in Section 4.1(f)(iv) shall become operative and the Investor Designee shall be deemed to have resigned from the Board. (d) The Investor Designee shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Investor agrees that the Board may recuse the Investor Designee by majority vote of the members of the Board (but excluding such Investor Designee) from the portion of any Board meeting at which the Board is evaluating or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, the Purchase Agreement, the Certificate of Designations, the Warrant Agreement or the Note, (ii) any transaction proposed by, or with, the Investors or their Affiliates or Representatives or (iii) any acquisition of, or equity or debt investment in, a third party by the Company, and any disposition or other transaction (excluding an acquisition) involving a counterparty affiliated with, or of which the Investors or any of their Affiliates otherwise have a material interest, as determined by the Board (but excluding such Investor Designee) in its reasonable judgment; provided, that the Investors will cause the Investor Designee to promptly disclose to the Board (such director, any actual or such other individual who may be designated by JD from time to time, the “JD Director”)potential material conflict of interest, and the Board shall determine in its reasonable judgment whether to recuse the Investor Designee. The Board may withhold from the Investor Designee any material distributed to the directors to the extent directly relating to the subject of any such recusal. (e) The Investor Designee shall be permitted to disclose to the Investors and the Investors’ Affiliates and Representatives on a need to know basis the information disclosed to the Investor Designee as a member of the Board; provided, that such ability to disclose information shall in all circumstances be subject to a restriction on sharing and using information subject to confidentiality by the Company shall promptly with third parties if the Company has identified to the Investor Designee or the Board that such information is confidential and the disclosure thereof by the Investor Designee would cause the appointment or election a breach of such JD Director confidentiality obligation and any such Representative shall, enter into a customary and reasonable mutually acceptable confidentiality agreement with the Company. Each Investor agrees to be liable to the BoardCompany for any breach of confidentiality or use of information by its Affiliates and Representatives. (f) The Company’s obligations to have any Investor Designee appointed to the Board or nominate and recommend any Investor Designee for election as a director at any meeting of the Company’s stockholders pursuant to this Section 4.1, includingshall be subject to such Investor Designee’s satisfaction of all requirements regarding service as a director of the Company under applicable law and stock exchange rules regarding service as a director of the Company and all other criteria and qualifications for service as a director applicable to all directors of the Company; provided, convening that in no event shall such Investor Designee’s relationship with the Investors or their Affiliates (or any other actual or potential lack of independence resulting therefrom) nor the ownership by the Investors of any shares of Preferred Stock or shares of Common Stock issuable upon conversion thereof, in and of itself, be considered to disqualify such Investor Designee from being a meeting member of the Board pursuant to this Section 4.1. The Investors will cause any Investor Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Memorandum Board may reasonably request to determine such Investor Designee’s eligibility and Articles and appointing such JD Director qualification to serve as a director of the Company. No Investor Designee shall be eligible to serve as a director of the Company if he or she has been involved in any of the events enumerated under Item 2(d) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any outstanding order, judgment, injunction, ruling, writ or decree of any Governmental Entity prohibiting service as a director of any public company. As a condition to the Boardappointment of the Investor Designee or nomination for election as a director of the Company pursuant to this Section 4.1, and in the case of an election, Investor Designee shall provide to the Company: (i) nominating such individual all information reasonably requested by the Company that is required to be elected as or is customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in a director as provided herein, proxy statement or other filings in accordance with applicable law or any stock exchange rules or listing standards; (ii) recommending all information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable 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, directors or satisfying compliance and legal or regulatory obligations; (iii) including such nomination an undertaking in writing by the Investor Designee, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and recommendation regarding such individual in duly comply with the code of conduct and other policies of the Company’s notice for any meeting , in each case, to the extent applicable to all other non-executive directors of Shareholders the Company; and (2) to elect directors, and provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) if necessary, expanding an irrevocable advance resignation letter pursuant to which the size of Investor Designee shall resign from the Board as set forth in order to appoint the JD Directorthis Agreement. (bg) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company Investor agrees that it shall, and it shall not take cause and direct its Controlled Affiliates to, vote (including, if applicable, by delivering one or more proxies or through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any actionannual or special meeting of stockholders of the Company) any Voting Securities owned by them or over which they have voting control to be present for quorum purposes, in favor of the removal all those persons nominated to serve as directors of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal Company by the NCGC of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or Board and against any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationnominee not so nominated.

Board Representation. If: (i) the Plan of Arrangement is not completed in accordance with the terms of the Arrangement Agreement on or before August 31, 2016, or the Subscriber determines, acting reasonably, that the Plan of Arrangement will not be completed, and (ii) the Subscriber beneficially owns at least ten percent of the total issued and outstanding Common Shares (calculated on a non-diluted basis): (a) For as long as JD holds no less than twelve and half percent (12.5%) of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD Subscriber shall be entitled to designate one individual (1the “Nominee”) director for election or appointment to the Board board of directors of the Corporation (such director, or such other individual who may be designated by JD the “Board”) from time to time, and such Nominee shall meet the “JD Director”), and individual qualification requirements for directors under applicable laws; (b) the Company Corporation shall promptly cause take all steps as may be necessary to appoint the appointment or election of such JD Director Nominee to the Board, including, convening 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 Board pursuant 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 Memorandum and Articles and appointing such JD Director to shareholders of the BoardCorporation for election as directors, and in the case of an election, (i) nominating such individual shall use commercially reasonable efforts to be elected as a director as provided herein, (ii) recommending to the Shareholders cause the election of such JD Director Nominee 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.Board; (bd) In the event Corporation shall notify in writing the Subscriber at least 30 days before publicly filing the management information circular in respect of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) At 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 or any annual general or other 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 Shareholders that Nominee ceases to hold office as a director of the Corporation, for any reason, the Subscriber shall be entitled to nominate a replacement Nominee and the Corporation shall promptly take all steps as may be held from time necessary to time at which the JD Director is up for re-appointment appoint such replacement Nominee to the Board; (g) so long as a Nominee serves as a member of the Board, the Company such Nominee shall cause the Board to re-appoint the JD Director be eligible to serve on any committee of the Board, provided that such Nominee satisfies the eligibility criteria for such committee and 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 has approved of the Memorandum Nominee serving as a member of such committee; and (h) the Nominee shall be provided with equivalent directors’ insurance and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor indemnification as the other members of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationBoard.

Board Representation. (a) For as long as JD holds no less than twelve After the execution of this Agreement and half percent (12.5%) until the occurrence of an Altor Nominee Termination Event, the then issued and outstanding share capital of the Company, on a fully diluted basis, JD Altor Group shall be entitled to designate one nominee (1the “Altor Nominee”) director to serve on Ampco’s board of directors (the “Board”). The initial Altor Nominee shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. The Board shall take all actions necessary to appoint, effective immediately upon the execution of this Agreement, the Altor Nominee to the Board to serve as a director of Ampco until no earlier than the 2016 annual meeting of Ampco shareholders (the “2016 Annual Meeting”); provided, however, that the Altor Nominee must, (i) meet the director standards and requirements generally applicable to all Ampco directors, and (ii) be reasonably acceptable to the Board and its Nominating and Governance Committee. In the event ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any successor director appointed in accordance with this Section 2.1 has ceased to serve in such director, role or is unable to continue to serve in such other individual who may be designated by JD from time to timerole, the “JD Director”)Altor Group will be entitled to designate a new individual to fill the resulting director vacancy and, and subject to the provisions of this Section 2.1, such individual shall then be deemed the Altor Nominee for all purposes hereunder. The Company shall promptly cause the appointment or election of take all actions necessary to appoint such JD Director successor nominee to the Board, including, convening Board in accordance with Section 2.1. Any such successor nominee who becomes a meeting member of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual this Section 2.1 shall be deemed to be elected the “Altor Nominee” for all purposes under this Agreement. (b) For so long as no Altor Nominee Termination Event has occurred, Ampco shall use its reasonable efforts to cause the election at the 2016 Annual Meeting (and such subsequent annual meetings for which the Altor Nominee’s class would regularly stand for election) of such Altor Nominee as a director as provided herein, of Ampco (ii) including by recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies that Ampco’s shareholders vote in favor of the election of the JD Director, (iiiAltor Nominee in Ampco’s proxy statement for such annual meetings) including and causing any proxy solicitation agent engaged by the Company to solicit proxies for such nomination and recommendation regarding such individual in Altor Nominee to the same extent as for the Company’s notice other nominees 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)director. (c) At any meeting Upon becoming a member of the Board or any annual 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, the Company Altor Nominee shall cause have the same rights (including with respect to consideration for committee appointments, if he or she meets the “independence” and other requirements under the rules of the NYSE and Applicable Laws) and duties as any other Board member and, in particular, shall be a member of the Nominating and Governance Committee of the Board if he or she meets the “independence” and such other requirements of the NYSE and Applicable Laws. (d) The Altor Group agrees that it will not be entitled 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 designate a particular Altor Nominee for appointment to the Board pursuant to this Section 2.1 in the terms event that the Board, any committee of the Memorandum and Articles and Board, or the Company reasonably determines that such individual has been involved in any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal events enumerated in Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any order, decree or judgment of any Governmental Authority prohibiting service as a director or observer of any public company. In any such case described in the preceding sentence, the Altor Group shall withdraw the designation of such proposed Altor Nominee, and so long as the Altor Nominee Termination Event has not occurred, the Altor Group may designate a replacement therefor (which replacement will also be subject to the requirements of this Section 2.1). (e) Notwithstanding the foregoing, immediately upon the occurrence of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal Altor Nominee Termination Event, all obligations of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, Ampco with respect to the Company Altor Group and the Altor Nominee pursuant to this Section 2.1 shall forever terminate. From and after any Altor Nominee Termination Event, the Altor Group shall no longer have a right to designate a Nominee under this Section 2.1, and the Altor Group shall cause the Altor Nominee to promptly tender his or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationher resignation from the Board.

Board Representation. (a) For as As of the date hereof, the Board shall be comprised of five (5) directors. Beginning at the closing of the transactions contemplated by the Purchase Agreement and thereafter, for so long as JD holds no less than twelve and half percent (12.5%) Chesrown, or an Affiliate of Chesrown beneficially owns, in the aggregate, at least 1,000,000 shares of the then Company's issued and outstanding share capital Common Stock (the "Minimum Threshold"), the Board shall be comprised of the Companyno more than five (5) directors, on a fully diluted basis, JD and Chesrown shall be entitled to designate one (1i) director nominate three (3) individuals to the Board (such directorindividuals, or such other individual who may be designated by JD from time to timeincluding their respective successors, the “JD DirectorChesrown Directors”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting serve as members of the Board pursuant to the Memorandum until their respective successors are elected and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided hereinqualified, (ii) recommending nominate any successor to each Chesrown Director, and (iii) direct the Shareholders removal from the election Board of such JD Director any Chesrown Director; provided, that at least two of the Chesrown Directors shall be “independent” as defined by the applicable rules and regulations of the SEC and the NASDAQ stock market. The Chesrown Directors shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. (b) Beginning with the first annual meeting of stockholders following the closing of the transactions contemplated by the Purchase Agreement with Chesrown and thereafter, for so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board in of any Chesrown Director for election at an annual meeting of Shareholders stockholders of the Company shall be made by delivering to elect directorsthe Company a notice signed by Chesrown, including soliciting proxies which notice shall include the names and qualifications of such proposed Chesrown Directors. As promptly as practicable, the Company shall provide a copy of such notice to the Company’s Corporate Governance and Nominating Committee (the “Committee”), which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (the “Charter”) in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Chesrown Directors shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's Stockholders that the Stockholders should vote their shares in favor of the election of the JD Directorproposed Chesrown Directors. If the Committee reasonably determines in good faith that a proposed Chesrown Director does not meet such criteria, (iii) including the Committee shall notify Chesrown of such nomination and recommendation regarding fact within 10 days following receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such individual in the Company’s notice for any meeting of Shareholders to elect directorscriteria have not been met, and (iv) if necessary, expanding within 10 calendar days Chesrown may submit to the size of the Board in order to appoint the JD Committee a new proposed Chesrown Director. (bc) In For so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the event aggregate, at least the Minimum Threshold, each nomination to the Board of any Chesrown Director for election other than at an annual meeting of stockholders of the deathCompany (whether due to the resignation, disabilityremoval or death of a Chesrown Director or otherwise) shall be made by delivering to the Company a notice signed by Chesrown, retirement or resignation which notice shall include the names and qualifications of such proposed Chesrown Director. As promptly as practicable, the JD Company shall provide a copy of such notice to the Committee, which shall, if the proposed Chesrown Director (or any other vacancy created satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by removal thereof)the Committee, JD as promptly as practicable, make a recommendation to the Board that such Chesrown Directors shall have the exclusive right be appointed for election to designate a replacement to fill such vacancy and serve on the Board, and which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall promptly take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the appointment or election Committee reasonably determines in good faith that such proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of such fact within 10 days of receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (d) Beginning at the closing of the transactions contemplated by the Purchase Agreement with Chesrown and thereafter for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, the Board shall be comprised of no more than five (5) directors, and Berrard shall be entitled to (i) nominate one individual to the Board (who shallsuch individual, following including such appointment or electionindividual's successor, be the JD Director for purposes of this Agreement“Berrard Director”). (c) At any meeting , to serve as a member of the Board or any annual general or other meeting of until the Shareholders that may be held from time to time at which the JD Director Berrard Director's successor is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the JD Director to serve on the Board elected 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiariesqualified, (ii) conviction fornominate any successor to the Berrard Director, or guilty plea to, a felony or a crime involving moral turpitude, or and (iii) abuse direct the removal from the Board of illegal drugs or other controlled substances or habitual intoxicationthe Berrard Director. The Berrard Directors shall initially be ▇▇▇▇▇▇ ▇.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) Effective upon the acceptance for payment of any Shares pursuant to the then issued and outstanding share capital of the CompanyOffer, on a fully diluted basis, JD Parent shall be entitled to designate one (1) director such number of directors, rounded up to the next whole number, to serve on the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and of Directors of the Company shall promptly cause as will give Merger Subsidiary, subject to compliance with Section 14(f) of the appointment or election Exchange Act, representation on the Board of such JD Director Directors of the Company equal to the Board, including, convening a meeting product of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual the total number of directors on the Board of Directors (giving effect to the election of any additional directors pursuant to this section) and (ii) the percentage that the number of Shares beneficially owned by Parent and/or Merger Subsidiary (including Shares accepted for payment) bears to the number of Shares outstanding. The Company shall take all actions necessary to cause Parent's designees to be elected as a director as provided herein, (ii) recommending or appointed to the Shareholders the election Company's Board of such JD Director to the Board in any meeting of Shareholders to elect directorsDirectors, 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 increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. The Company shall take all action required pursuant to Section 14(f) of the Exchange Act and Rule 14(f)-1 promulgated thereunder in order to appoint fulfill its obligations under this Section 2.03 and shall include in the JD DirectorSchedule 14D-9 or otherwise timely mail to its stockholders all necessary information to comply therewith; provided, however, that Parent shall provide to the Company on a timely basis all necessary information to be included in such information statement with respect to Parent's designees. Prior to the mailing of the Schedule 14D-9 to the Company's stockholders, Parent will supply to the Company in writing and be solely responsible for any information with respect to itself and its nominees, officers, directors and Affiliates required by Section 14(f) and Rule 14(f)-1. (b) In Following the election or appointment of Parent's designees pursuant to Section 2.03 and until the Effective Time, the Company's Board of Directors shall have at least two directors who are directors on the date of this Agreement (the "CONTINUING DIRECTORS"); provided that in the event that the number of the deathContinuing Directors shall be reduced below two for any reason whatsoever, disability, retirement or resignation of the JD Director any remaining Continuing Directors (or any other vacancy created by removal thereof)Continuing Director, JD if there shall have the exclusive right be only one remaining) shall be entitled to designate a replacement persons to fill such vacancy and serve on the Board, and the Company vacancies who shall promptly cause the appointment or election of such individual be deemed to the Board (who shall, following such appointment or election, be the JD Director Continuing Directors for purposes of this Agreement). . The approval of the Continuing Directors shall be required to authorize (c) At any meeting and such authorization shall constitute the authorization of the Board of Directors and no other action on the part of the Company, including any action by any other director of the Company (even if the Continuing Directors do not constitute a majority of all directors then in office), shall be required to authorize) any termination of this Agreement by the Company, any amendment of this Agreement requiring action by the Board of Directors, any amendment of the certificate of incorporation or bylaws of the Company and any exercise or enforcement of or any annual general or other meeting waiver of compliance with any of the Shareholders that may be held from time to time at which agreements or conditions contained herein for the JD Director is up for re-appointment to the Board, the 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 benefit of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationCompany.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) On the Closing Date of the then issued Secondary Financing, the Company will appoint three (3) individuals, designated in writing by the ▇▇▇▇▇▇▇▇▇ Funds, each of whom meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Nominee and outstanding share capital one whom meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee, to become and serve as members of the respective Boards of Directors of the Company and each Bank Entity effective on the date as of which all approvals or clearances required to be received from the FRB or the DFI for appointments to the Board of Directors have been received until the Company’s next annual shareholders meeting and until a successor director to each such ▇▇▇▇▇▇▇▇▇ Nominee is elected and qualified; provided, on a fully diluted basishowever, JD that notwithstanding the foregoing, if 100% of the Purchased Shares are not Beneficially Owned by the Investor at the closing of the Secondary Financing, then the number of individuals the ▇▇▇▇▇▇▇▇▇ Funds shall be entitled to nominate to the respective Boards of Directors of the Company and each Bank Entity shall be determined pursuant to subparagraphs (i), (ii), (iii) and (iv) below. Effective upon the their appointment to the Boards of Directors, the three (3) ▇▇▇▇▇▇▇▇▇ Nominees referred to in this Section 5(a) will be eligible (but not required) to serve as a member of the respective committees of the Boards of Directors of the Company and each Bank Entity as determined by the Boards of Directors of the Company and each Bank Entity, provided that, each respective ▇▇▇▇▇▇▇▇▇ Nominee satisfies requirements in applicable law, rule or regulation with regard to service on such committee. Effective upon the closing of the Secondary Financing, the ▇▇▇▇▇▇▇▇▇ Independent Director Nominee, if he or she meets the requirements of Rule 10A 3 under the Exchange Act, will be eligible to serve as a member of the respective Audit Committee of the Board of Directors of the Company as determined by the Board of Directors of the Company. The respective Boards of Directors of the Company and each Bank Entity shall nominate such ▇▇▇▇▇▇▇▇▇ Nominees and the ▇▇▇▇▇▇▇▇▇ Independent Director Nominee, or any person designated by the ▇▇▇▇▇▇▇▇▇ Funds to serve in any Nominee’s place that meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee, for election to the respective Boards of Directors of the Company and each Bank Entity for an additional one year term at each meeting of their respective shareholders at which directors are elected, until such time as the ▇▇▇▇▇▇▇▇▇ Funds Beneficially Owns a lesser percentage of Purchased Shares as follows (the “Purchased Shares Percentages”): (i) Subject in all cases to the limitations set forth in subparagraph (iv) below, if the ▇▇▇▇▇▇▇▇▇ Funds Beneficially Own (calculated without duplication) at least 78% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the ▇▇▇▇▇▇▇▇▇ Funds may designate three (3) ▇▇▇▇▇▇▇▇▇ Nominees, one (1) of whom meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee to become and serve as a member of the respective Boards of Directors of the Company and each Bank Entity; (ii) Subject in all cases to the limitations set forth in subparagraph (iv) below, if the ▇▇▇▇▇▇▇▇▇ Funds Beneficially Own (calculated without duplication) at least 50% but less than 78% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the ▇▇▇▇▇▇▇▇▇ Funds may designate two (2) ▇▇▇▇▇▇▇▇▇ Nominees, one (1) of whom meets the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee to become and serve as members of the respective Boards of Directors of the Company and each Bank Entity; (iii) Subject in all cases to the limitations set forth in subparagraph (iv) below, if ▇▇▇▇▇▇▇▇▇ Funds Beneficially Own (calculated without duplication) at least 25% but less than 50% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the ▇▇▇▇▇▇▇▇▇ Funds may designate one (1) director ▇▇▇▇▇▇▇▇▇ Nominee to become and serve as a member of the respective Boards of Directors of the Company and each Bank Entity; and (iv) Notwithstanding anything to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”contrary in this Section 5(a), and in no event shall the ▇▇▇▇▇▇▇▇▇ Funds be entitled to designate a number of individuals to the respective Boards of Directors of the Company shall promptly cause and each Bank Entity which exceeds 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 election, product of: (i) nominating such individual to be elected as a director as provided hereinthe ▇▇▇▇▇▇▇▇▇ Funds’ Ownership Percentage, and (ii) recommending as applicable, the total number of directors on the respective Board of Directors of the Company or each Bank Entity, provided that if such product is not a whole number, it would be rounded up 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 Directornext whole number. (b) In The Investor shall use its commercially reasonable best efforts as soon as reasonably practicable following the event date hereof to identify to the Company the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees and have the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees complete, execute and submit the Company’s director questionnaire and provide any other information reasonably requested by the Company’s Board of Directors’ Nominating Committee so that the Nominating Committee can make a determination of whether the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees meets the NASDAQ independence standard. The Company shall reasonably cooperate with the Investor in connection with the preparation of such information and shall cause the Nominating Committee to timely review the information concerning the ▇▇▇▇▇▇▇▇▇ Independent Director Nominees and make the determination whether (a) if the ▇▇▇▇▇▇▇▇▇ Nominees were presently being nominated to the Company Board of Directors that they would meet the NASDAQ independence definition and be deemed independent, and (b) the consummation of the death, disability, retirement or resignation of Secondary Financing would not change their determination that the JD ▇▇▇▇▇▇▇▇▇ Independent Director (or any other vacancy created by removal thereof), JD shall have Nominees meet the exclusive right applicable standard and would be deemed independent if they were presently being nominated to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election Board of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)Directors. (c) At any meeting From and after the closing of the Board or any annual general or other meeting Secondary Financing and for so long as the aggregate Ownership Percentages of the Shareholders ▇▇▇▇▇▇▇▇▇ Funds and its Affiliates (calculated without duplication) is at least equal to the Purchased Shares Percentages set forth above, (i) the Company’s and each Bank Entity’s Boards of Directors will nominate the ▇▇▇▇▇▇▇▇▇ Funds designee(s) (provided such person(s) meet(s) the qualifications to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or a ▇▇▇▇▇▇▇▇▇ Nominee, as applicable), for election, and shall recommend to the Company’s and each Bank Entity’s shareholders that may be held from time they vote to time elect such designee, to the Company’s Board of Directors and shall elect or appoint such designees to each Bank Entity’s Board of Directors for an additional one year term at each shareholders meeting at which the JD Director is up for re-appointment directors are elected, to the extent consistent with the Board’s fiduciary duties and subject to satisfaction of all legal and governance requirements regarding service as a director and, if required, the reasonable approval of a board nominating committee (such approval not to be unreasonably withheld or delayed) and (ii) to the extent consistent with the fiduciary duties of the Company’s and each Bank Entity’s Boards of Directors, the Company and each Bank Entity shall each use its commercially reasonable efforts to have the ▇▇▇▇▇▇▇▇▇ Funds designees elected as a director by the Company’s and each Bank Entity’s shareholders, including soliciting proxies and/or written consents for such ▇▇▇▇▇▇▇▇▇ Funds designee to the same extent as it does for any of management’s other nominees for election to the Board of Directors. (d) If a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or a ▇▇▇▇▇▇▇▇▇ Nominee ceases to serve as a director of the Company and/or Bank, as the case may be, for any reason, the Company shall cause the vacancy or vacancies created thereby to be filled by appointment of an individual designated in writing by ▇▇▇▇▇▇▇▇▇ Funds, subject to the Company’s Board of Directors’ reasonable approval of the qualifications of such designated individual. If a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee is nominated by the Company for election to rethe Board of Directors of the Company or any Bank Entity, but fails to be elected, then subject to the proviso set forth in Section 5(d) below, the Company or the Bank Entity shall, as soon as practicable thereafter, increase the size of such Board of Directors and, following the procedures set forth above in this Section 5, appoint an individual designated in writing by ▇▇▇▇▇▇▇▇▇ Funds who meets the qualification to be a ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee (such individual to be different from the individual who was not elected) to the Board of Directors of the Company or such Bank Entity (as the case may be). (e) If an increase in the size of the Board of Directors is required by Section 5(a) above, and a corresponding increase to maintain an odd number of directors is required, then the Company and/or the Bank Entity shall make such corresponding increase and the respective Board of Directors shall appoint an individual to fill the vacancy created thereby; provided, however, that no increase in the size of the Board of Directors of the Company or of any Bank Entity shall be required by Section 5(d) or this Section 5(e) if it would cause the size of the Company’s Board of Directors or any Bank Entity to exceed the maximum size permitted under the Company’s or such Bank Entity’s articles of incorporation or bylaws and, in such event, the Company and/or the Bank Entity, as the case may be, shall use its respective commercially reasonable efforts to amend its articles of incorporation or bylaws to increase the number of directorships necessary to appoint such ▇▇▇▇▇▇▇▇▇ Independent Director Nominee or ▇▇▇▇▇▇▇▇▇ Nominee or such additional director (as the case may be), including, without limitation, submitting a proposal to amend the articles of incorporation or bylaws to increase the maximum number of authorized directors to a vote of shareholders at the Company’s next annual meeting of shareholders. (f) The ▇▇▇▇▇▇▇▇▇ Nominees shall receive the same compensation, indemnification, insurance, advancement of expenses and other similar compensatory rights in connection with his or her role as a non-appoint employee director as the JD Director other non-employee members of the Board of Directors, and the ▇▇▇▇▇▇▇▇▇ Nominees shall be entitled to serve reimbursement for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee thereof, to the same extent as the other non-employee members of the Board of Directors. The Company shall notify the ▇▇▇▇▇▇▇▇▇ Nominees(s) of all regular meetings and special meetings of the Board of Directors (and each written consent in lieu of a meeting) and of all regular and special meetings of any committee of the Board of Directors (and each written consent in lieu of a meeting) to the same extent as other directors are so notified. The Company and each Bank Entity shall provide the ▇▇▇▇▇▇▇▇▇ Nominees with copies of all notices, minutes, consents, documents, information, presentations, data and other material that it provides to all other members of the Board of Directors concurrently as such materials are provided to the other members and shall provide other information as is reasonably requested. (g) Effective upon the execution of this Investor Rights Agreement and continuing until the ▇▇▇▇▇▇▇▇▇ Nominees have been duly appointed to the Boards of Directors of each of the Company and each Bank Entity, the Company and each Bank Entity covenant that their respective Boards of Directors shall not seek to fix the exact number of directors at any number other than nine (9). (h) Effective upon the execution of this Investor Rights Agreement and continuing until the ▇▇▇▇▇▇▇▇▇ Nominees have been duly appointed to the Board of Directors of the Company, the Company covenants that it will not, and its Board of Directors shall not, seek to have the Shareholders of the Company consider an amendment to the Bylaws of the Company that would have the effect of increasing the maximum size of the Board of Directors to any number greater than eleven (11). (i) Effective on the date as of which all approvals or clearances required to be received from the FRB or the DFI for appointments of the ▇▇▇▇▇▇▇▇▇ Nominees to the Board of Directors have been received, the Company will cause a sufficient number of its directors to resign from the respective Boards of Directors of the Company and each Bank Entity to accommodate its obligations arising under this Agreement and the Clinton Investor Rights Agreement. The Company and the Investor shall use best efforts consult with each other regarding the respective resignations to ensure that the JD Director is re-appointed resulting board composition of the Company shall be appropriate and shall comply with the NASDAQ Marketplace Rules. From and after the closing of the Initial Series B Offering, any nominees by the Shareholders Company to the Board pursuant Company’s and each Bank Entity’s Boards of Directors will meet the qualifications to the terms of the Memorandum and Articles and any Applicable Law. The be a Company agrees that it shall not take any action, in favor of the removal of the JD Independent Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony Nominee or a crime involving moral turpitudeCompany Nominee, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationas applicable.

Board Representation. (a) For as long as JD holds no less than twelve and half percent Subject to clause (12.5%ii) of Section 3.1(h), from and after the then issued and outstanding share capital of Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Original Shareholder shall have the right (but not the obligation), upon written notice to the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director individual to serve on the Board (the “Shareholder Designee”); provided, however, that such directorShareholder Designee shall satisfy the requirements set forth in Section 3.1(b); provided, or such other individual who may be designated by JD from time to timefurther, that, if a Board Right Termination Event occurs, the “JD Director”), and the Company Original Shareholder shall promptly cause the appointment Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or election subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of such JD Director the Original Shareholder to designate a Shareholder Designee shall terminate. Pursuant to the BoardMerger Agreement, including, convening a meeting of Alessandro ▇▇▇▇▇ ▇▇▇ was designated by the Original Shareholder to serve on the Board pursuant and, effective at the Closing, Alessandro ▇▇▇▇▇ ▇▇▇ was appointed to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to is serving on the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of as 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 DirectorShareholder Designee. (b) In Notwithstanding anything to the event contrary set forth in this Agreement, any Shareholder Designee designated by the Original Shareholder pursuant to Section 3.1(a) or Section 3.1(e) (i) shall 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; (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 deathSEC or NASDAQ or pursuant to applicable law, disabilityincluding the Companies Acts; and (iii) shall, retirement or resignation in the good faith judgment of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election Nominating/ Corporate Governance Committee of such individual to the Board (who shallthe “Nominating Committee”), following such appointment or electionsatisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), be the JD Director in each case as are applicable to all non-employee Directors generally; provided, however, that, for purposes of this AgreementSection 3.1(b). (c) 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 JD Director is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the JD Director to serve agrees that Alessandro ▇▇▇▇▇ ▇▇▇ (A) satisfies, on the Board and shall use best efforts to ensure that date of this Agreement, the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, requirements set forth in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s clauses (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries), (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or and (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.this Section 3.1(b) and (B) shall, after the date of this Agreement, be deemed to satisfy the requirements set forth in clause (iii) of this Section 3.1(b) for so long as Alessandro ▇▇▇▇▇ ▇▇▇ meets the requirements set forth clauses (i) and (ii) of this Section 3.1

Board Representation. (ai) For Until such time as long as JD holds no less than twelve and half percent (12.5%) the rights of the then issued and outstanding share capital of Stockholder are terminated or reduced in accordance with Section 8(f), (A) the Company, on a fully diluted basis, JD Stockholder shall be entitled to designate one (1) director person for the Board to nominate for election to the Board as provided in Section 8(b) hereof and (B) at any time the Stockholder is the Beneficial Owner of at least twenty-five percent (25%) of the Voting Securities outstanding at such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company Stockholder shall promptly cause the appointment or be entitled to designate for nomination for election of such JD Director to the Board, including, convening a meeting Board an aggregate of two (2) members of the Board (each such person so designated, a “Board Designee” and, in connection with (B), together such designated persons, the “Board Designees”); provided, however, that any Board Designee must also be subject to the approval of the Board’s nominating and corporate governance committee, such approval not to be unreasonably withheld; provided, further, that notwithstanding any term to the contrary in this Stockholder Agreement, in no circumstances may the Stockholder appoint, recommend, or designate any person other than the Board Designee or Board Designees, as applicable, designated by the Stockholder pursuant to this Section 8(a) or appointed to fill a vacancy by the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director Stockholder as provided herein, (iiin Section 8(e) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (cii) At Any Board Designee must, as evaluated and determined by the Board in its good faith discretion, (A) not be prohibited from serving as a director pursuant to any meeting rule or regulation promulgated by the SEC or any national securities exchange on which the Voting Securities are listed; (B) not be, by any order, judgment, or decree, enjoined from or otherwise limited with respect to serving as a director of a public company; (C) not be an employee, officer or director of a Competitor of the Board or any annual general or other meeting Company; and (D) be and remain in compliance with all of the Shareholders that may be held from time same policies, procedures, codes, rules, standards and guidelines applicable to time at which all of the JD Director is up for re-appointment to other members of the Board, including the Company’s certificate of incorporation and by-laws, each as then in effect, corporate governance guidelines, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy (including pre-clearance policies and procedures), and policies on stock ownership, public disclosures and confidentiality. In addition, at least one (1) Board Designee designated pursuant to Section 8(a)(i)(B) must (A) qualify as independent within the meaning of (I) NYSE Listed Company shall cause Manual Rule 303A.02 (or as required by any other exchange on which shares of Common Stock may be listed) for the purposes of Board to re-appoint service, including service as an audit committee member on the JD Director to serve Board’s audit committee and service as a compensation committee member on the Board’s compensation committee; (II) Rule 10A-3 under the Exchange Act for the purposes of audit committee service on the Board’s audit committee; (III) Rule 16b-3 under the Exchange Act for the purposes of service on the Board committee charged with approving transactions in Company securities between the Company and shall use best efforts to ensure that its directors and officers (for the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms purposes of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any actionwhich, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Causeindependent” shall mean removal of a have the same meaning as “non-employee” director); and (IV) the Company’s corporate governance and independence policies and guidelines; and (B) not be an employee, officer or director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction forof, or guilty plea tootherwise be an Affiliate of, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationthe Stockholder.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) Upon the occurrence 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 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 electionSecond Closing, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 Company shall increase the size of the Board by two directors and (ii) the Board shall fill these vacancies with two persons designated by the Investor who shall be reasonably acceptable to the Board (including that each such person shall have had at least five years of private industry experience, generally confirm the Company’s mission and strategy and qualify as “independent” in order accordance with Nasdaq and the Exchange Act) and shall 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, in effect from time to appoint time that apply to all nominees for the JD DirectorBoard (a “Qualified Nominee”), all as set forth under “Corporate Governance” on the Company’s website at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. In addition, the applicable definitions of “independent” as currently in effect are set forth on Exhibit C attached hereto. (b) In Following the event Second Closing and until the occurrence of an Investor Rights Termination Event, (i) at each annual meeting of the stockholders of the Company, the Board shall nominate and recommend for election two Qualified Nominees designated by the Investor to serve as directors on the Board (each a “Board Representative”) and shall use its reasonable best efforts to cause such persons to be elected to serve as directors on the Board (it being understood that such Qualified Nominees shall not be in addition to the persons designated by the Investor and serving on the Board pursuant to Section 2.3(a) above, and that the Investor’s right to designate two Qualified Nominees to serve on the Board at any given time shall be limited to two persons); 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 Nominees as directors and (ii) upon the death, disability, retirement retirement, resignation, removal or resignation of the JD Director (or any 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 removal thereof), JD shall have the exclusive right to designate a replacement Investor to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)vacancy. (c) At any meeting Each of the Board Representatives, if any, shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the Board, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Board or any annual general or committees thereof, to the same extent as the other meeting members of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, the . The Company shall cause the notify each Board to re-appoint the JD Director to serve on Representative of all regular and special meetings of the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to notify each Board Representative of all regular and special meetings of any committee of the Board pursuant to of which the terms of the Memorandum and Articles and any Applicable Lawrespective Board Representative is a member. The Company shall provide each 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) Investor acknowledges and agrees that it shall if the Second Closing does not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s occur (i) willful misconduct that is materially injurious, monetarily Investor shall not have the right to designate a Qualified Nominee or otherwise, to the Company or any of its Subsidiariesa Board Representative, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or the Company shall have no obligation under paragraphs (a) — (c) of this Section 2.3 and (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationneither the Investor nor any person designated by Investor as provided above in this Section 2.3 shall have any rights under this Section 2.3.

Board Representation. (a) For as long as JD holds no less than twelve The Company shall take all permissible corporate action such that on the First Closing Date and half percent (12.5%) of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled subject 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”Sections 5.15(c), 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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 shall be set at nine (9) members and, four (4) individuals designated by the Purchaser Group (each director designated by the Purchaser Group under this Agreement (including Section 5.14 hereof), a “Purchaser Designee,” and collectively, the “Purchaser Designees”) as Board nominees shall be appointed to appoint the JD Director. (b) In Board. On the event of First Closing Date, the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD Resigning Directors shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement). (c) 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 JD Director is up for re-appointment to the Board, the 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 become effective pursuant to the terms of the Memorandum Resignation Letters. Notwithstanding anything contained herein to the contrary, the Purchasers shall be permitted, in their discretion, to defer appointment of one or more of the Purchaser Designees to one or more dates subsequent to the dates specified in this Agreement. (b) As promptly as practical after the date hereof, the Company shall identify, and Articles no earlier than the First Closing Date and in no event later than the 90th day following the First Closing Date, the Company shall appoint to the Board, a person who qualifies as an independent director pursuant to the listing requirements of the TSX and who is an industry expert with operating experience in the industry of the Company and is reasonably acceptable to the Purchasers and the Company (such person, the “Identified Independent Director”). The earlier to occur of the date on which the Identified Independent Director is appointed to the Board and the 90th day following the First Closing Date shall be referred to herein as the “Appointment Date”. (c) Prior to the Appointment Date and after the first Subsequent Closing (provided that one Lions Designee shall have resigned from the Board as contemplated by proviso to Section 5.15(d)(ii)), the Purchaser Group shall only be entitled to designate three (3) Purchaser Designees. After the first Subsequent Closing, the size of the Board shall be set at seven (7) members or other such other number as has been approved by the Board and the Purchasers pursuant to Section 5.10(c)(ii). (d) Subject to Section 5.15(a) from and after the First Closing Date, the Company shall cause: (i) the Purchaser Designees to be nominated by the Company to serve on the Board for so long as the Purchaser Group has beneficial ownership of Common Shares in an amount equal to at least fifty percent (50%) of the Common Shares (excluding for clarity Common Shares underlying the Initial Investment Warrant Agreement) issued to Purchasers on the First Closing Date; provided that at least one Purchaser Designee shall at all times be an industry expert with operating experience in the industry of the Company, which may be a consultant or advisor to the Purchasers or their Affiliates (such person, the “Purchaser Designee Industry Expert”); (ii) two (2) individuals designated by Lions Capital (each director designated by Lions Capital, a “Lions Designee”) to be nominated by the Company to serve on the Board for so long as Lions Capital has beneficial ownership of Common Shares in an amount equal to at least fifty percent (50%) of the Common Shares (excluding for clarity Common Shares underlying the Initial Investment Warrant Agreement) issued to Purchasers on the First Closing Date; provided, however, effective as of the first Subsequent Closing Date, one of the Lions Designees shall resign and from and after such Subsequent Closing Date there shall only be one (1) Lions Designee, each in accordance with the Lions Capital Nomination Agreement; (iii) the Chief Executive Officer of the Company to be nominated by the Company to serve on the Board; (iv) two (2) individuals to be nominated by the Company to serve on the Board that are independent of the Purchasers, Lions Capital and the Company, one of which shall be the Identified Independent Director; and (v) the Board to nominate the Purchaser Designee Industry Expert as the Chairman of the Board, so long as such individual remains independent of the Company under Section 1.4 of National Instrument 52-110-Audit Committees. In the event either the Purchaser Group or Lions Capital no longer have beneficial ownership of Common Shares in the amounts set forth in clauses (i) and (ii) of this Section 5.15(d), the Company may cause the Purchaser Designees or Lions Designees, as the case may be, to be replaced with nominees independent of the Purchasers, Lions Capital and the Company. (e) In the event that the Purchasers consent to a change in the size of the Board as contemplated by Section 5.10(c)(ii), unless otherwise waived by the Purchasers, the Purchasers shall have the right to designate that number of Purchaser Designees to be nominated or appointed to the Board to maintain proportional Board representation not less than that set forth in Section 5.15(d). For so long as such membership does not conflict with any Applicable LawLaw or regulation or listing requirement of the TSX or any Approved Market on which the Common Shares are listed for trading (as determined in good faith by the Board), the Purchaser Designees shall be entitled to serve as members of, or observers to, at the Purchaser Designee’s election, each of the committees of the Board, except for any committee formed to consider a transaction between the Company and a member of the Purchaser Group. The Company agrees acknowledges that the Purchaser Designees intend to hold positions on the Board committees and that following the date hereof the Company will take all actions necessary to arrange for the prompt appointment of the Purchaser Designees to any such committees (subject to the limitations in the immediately preceding sentence). (f) Solely with respect to those Purchaser Designees that the Purchasers are entitled to designate pursuant to Sections 5.15(a) and/or 5.15(d) (and solely as long as the Purchasers remain entitled to so designate such Purchaser Designees): (i) The Company shall use its commercially reasonable efforts to have such Purchaser Designees elected as directors of the Company, including, without limitation, by naming such Purchaser Designees in the Company’s management information circular for the election of directors as part of “management’s slate”, soliciting proxies for such Purchaser Designees to the same extent as it does for any of its nominees to the Board, and including the recommendation of the Board in favour of election of the Purchaser Designees; provided, however, that the Company shall have no obligation to retain the services of an investment banker or proxy solicitation firm to solicit proxies. In the event a Purchaser Designee is not elected at a shareholders meeting at which such designee is up for election, the Company shall take such action as is within its control to cause such Purchaser Designee to be appointed to the Board. (ii) The Purchasers may at any time request a Purchaser Designee to resign, with or without cause. Any vacancy caused by the resignation of Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of a Purchaser Designee or an election of the Purchasers to defer appointing one or more Purchaser Designees shall also only be filled with another Purchaser Designee. The Company shall not take any actionaction to remove any Purchaser Designee or fill a vacancy reserved for a Purchaser Designee in each case without the consent of the Purchasers, except where the Purchaser Designee is disqualified to act as a director under the Business Corporations Act (British Columbia). Any replacement Purchaser Designees shall be appointed to the Board promptly following notice from the Purchasers and, in favor any event, within five (5) Business Days. (iii) Each Purchaser Designee shall be given notice of (in the same manner that notice is given to other members of the removal Board) all meetings (whether in person, telephonic or otherwise) of the JD Director unless Board, including all committee meetings with respect to committees on which such removal Purchaser Designee serves. Each Purchaser Designee shall receive a copy of all notices, agendas and other materials distributed to the Board, whether provided to directors in advance or during or after any meeting, regardless of whether such Purchaser Designee will be in attendance at the meeting. (g) In addition to any other indemnification rights the Purchaser Designees have pursuant to this Agreement and the Organizational Documents, each such Purchaser Designee that serves on the Board shall have the right to enter into, and the Company agrees to enter into, an Indemnification Agreement concurrent with such Purchaser Designee becoming a member of the Board. In addition, concurrent with the execution of an Indemnification Agreement with each Purchaser Designee, the Company shall enter into the Indemnification Side Letter in the form attached hereto as Exhibit D. The Company shall maintain director and officer insurance covering the Purchaser Designees 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 Designees in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board 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 all other non-employee directors). The Purchaser Designees shall be entitled to the same compensation for Cause. Removal for “Cause” 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 Purchasers shall mean removal take or cause to be taken all lawful action necessary to ensure at all times as of a director because and following the Closing Date that the Company Organizational Documents are not inconsistent with the provisions of such director’s this Agreement and the Transaction Documents or the transactions contemplated hereby or thereby. (i) willful misconduct that is materially injuriousExcept with the prior written consent of the Purchasers, monetarily or otherwise, to in no event shall the Company (A) grant Lions Capital or any of its Subsidiaries, (ii) conviction forAffiliates the right to nominate any person to the Board, or guilty plea toas an observer to the Board, a felony in any manner which inconsistent with or a crime involving moral turpitude, more expansive than the terms of Section 5.15(d)(ii) or (iiiB) abuse amend or waive any provision of illegal drugs or other controlled substances or habitual intoxicationthe Lions Capital Nomination Agreement.

Board Representation. After the Closing, for so long as the Purchasers and their affiliates (collectively, the “TPG Entities”) in the aggregate beneficially hold at least 50% of the principal amount of the Convertible Note or beneficially own at least 50% of the Conversion Shares: (a) For as long as JD holds no less than twelve and half percent (12.5%) of The TPG Entities shall have the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled collective right to designate one (1) director person for nomination for election to the Board (such directordesignee, or such other individual who may be designated by JD from time to time, the a “JD Holder Director”), and the Company shall promptly use its reasonable best efforts to cause the appointment or election of such JD Director person 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 election, including by (i) nominating such individual to be elected as a director as provided herein, (ii) 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 other required information regarding such individual in the Company’s notice proxy statement for any its annual meeting of Shareholders to elect directors, stockholders and (iviii) if necessary, expanding soliciting or causing the size solicitation of proxies in connection with the election of such individual as a director. The Company shall take all necessary or desirable actions as may be required under applicable law or regulatory requirements to cause the individual designated by the TPG Entities as the initial Holder Director to be appointed or elected to the Board in order to appoint as soon as practicable but not later than ten (10) business days after the JD Directordate hereof. (b) In the event of that a vacancy is created at any time by the death, disability, retirement retirement, resignation or resignation removal (with or without cause) of a Holder Director, the JD Director (or any other vacancy created by removal thereof), JD TPG Entities shall have the exclusive collective right to designate a replacement to fill such vacancy and serve on the Boardvacancy, and the Company shall promptly take all necessary or desirable actions as may be required under applicable law to cause the appointment individual designated by the TPG Entities to be appointed or election elected. The Company shall not take any action to cause the removal of a Holder Director without cause unless it is directed to do so by the TPG Entities, and if the Company is so directed, the Company shall take all necessary or desirable actions to effect such individual removal and to elect a replacement Holder Director as provided in the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement)immediately preceding sentence. (c) At In respect of any meeting newly proposed Holder Director (other than the initial Holder Director), the TPG Entities shall notify the Company of the proposed Holder Director, in writing, a reasonable time in advance of the mailing of any proxy statement, information statement or registration statement in which any Board nominee or Board member of the Company would be named, together with all information concerning such nominee reasonably requested by the Company and necessary in order for the Company to comply with applicable disclosure rules. (d) The Company agrees to reimburse each Holder Director for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as a Holder Director, including reasonable and documented out-of-pocket expenses incurred in attending meetings of the Board or any annual general or other meeting committee thereof, and each Holder Director shall be entitled to indemnification arrangements and director and officer insurance coverage equivalent to such arrangements and insurance coverage applicable to all non-employee directors of the Shareholders that may be held Company or to which all non-employee directors of the Company are entitled or receive. (e) All obligations of the Company pursuant to this Section 4.1 relating to a Holder Director shall terminate immediately, and the TPG Entities shall cause the Holder Director to resign promptly from time to time at which the JD Director is up for re-appointment to the Board, Board (and the Company shall cause be entitled to take all action to remove the Board to re-appoint Holder Director from the JD Director to serve on Board), when the Board and shall use best efforts to ensure that TPG Entities in the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s aggregate both (i) willful misconduct that is materially injurious, monetarily or otherwise, to beneficially hold less than 50% of the Company or any principal amount of its Subsidiaries, the Convertible Note and (ii) conviction forbeneficially own less than 50% of the Conversion Shares. Without prejudice to the foregoing, at any such time, the Purchasers shall cause the Holder Director not to vote or guilty plea to, a felony exercise any other rights or a crime involving moral turpitude, powers of office during the period pending resignation. Any vacancy created by such resignation may be filled by the Board or (iii) abuse the stockholders of illegal drugs or other controlled substances or habitual intoxicationthe Company in accordance with the Company’s certificate of incorporation and bylaws and applicable law.

Board Representation. (a) For as long as JD holds no less than twelve and half percent (12.5%) HNA, together with its Affiliates, beneficially owns a number of Company Securities that equals to 70% or more of the then issued and outstanding share capital aggregate number of Company Securities it purchased under the CompanySubscription Agreement, on a fully diluted basis, JD 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 JD HNA from time to time, the “JD HNA Director”), and the Company shall promptly cause arrange for the appointment or election of such JD HNA Director to the BoardBoard as soon as practicable after the Closing but in no event later than December 31, including2015, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such JD HNA Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD HNA Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD 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 JD HNA Director; provided, however, that the HNA Director candidate shall be subject to the approval of the Board, which approval shall not be unreasonably withheld. (b) In Subject to the shareholding threshold referred to in Section 2.01(a) above, in the event of the death, disability, retirement or resignation of the JD HNA Director (or any other vacancy created by removal thereofthereof by or at the direction of HNA), JD HNA shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly cause arrange for the appointment or election of such individual to the its Board (who shall, following such appointment or election, be the JD HNA Director for purposes of this Agreement); provided, however, that the HNA Director candidate thus designated shall be subject to the approval of the Board, which approval shall not be unreasonably withheld. (c) 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 JD HNA Director is up for re-appointment or re-election to the Board, the Company shall cause the Board to re-appoint the JD HNA Director to serve on the Board and shall use best efforts to ensure that the JD HNA Director is re-appointed elected by the Shareholders to serve on the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD HNA Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Board Representation. (a) For as long as JD holds From and after the Closing until Purchasers and/or their Affiliates no less than twelve and half percent (12.5%) longer hold at least 10% of the then issued and outstanding share capital of Common Stock, Purchasers shall have the Company, on a fully diluted basis, JD shall be entitled right to designate one (1) director member 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, Purchasers shall have the right to designate a second member of the Board; from and after 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 designate a third 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, Purchasers shall have the right to designate a fourth member of 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 (such director, or such other individual who may be designated by JD from time to timecollectively, the “JD Director”"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 promptly cause use its best efforts to effect the appointment removal or election replacement of any such JD Director to the BoardInvestor Director. Unless prohibited by applicable law, 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 election, (i) nominating such individual to be elected as a director as provided herein, (ii) 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. (b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD Investors shall have the exclusive right to designate a replacement to fill such vacancy and serve on have two Investor Directors, as determined by Purchasers, be members of each committee of the Board, and the Company shall promptly cause use its best efforts to appoint and maintain such Investor Directors on each committee of the appointment or election 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 individual committee as a non-voting observer. (b) Subject to any limitations imposed by applicable law, the Investor Directors shall be entitled to the Board (who shallsame perquisites, following including stock options, reimbursement of expenses and other similar rights in connection with such appointment or electionperson's membership on the Board, be as every other non-employee member of the JD Director for purposes of this Agreement)Board. (c) At any meeting the Closing, unless otherwise approved by the Company and Purchasers, the authorized number of members of the Board or any annual general or other meeting shall be nine (9). From and after the Closing until Purchasers and their Affiliates no longer own at least 15% of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Boardoutstanding Common Stock, the Company Board shall cause include the Board to re-appoint Company's Chief Executive Officer and 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal remaining directors shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxicationindependent directors not affiliated with management.

Board Representation. (a) For From and after the Effective Date, RTL shall have the right to designate one or more individuals as Directors, and the Company shall ensure that, at all times when RTL has the right to designate one or more Directors pursuant to this Agreement, any slate of nominees recommended by the Board includes the following individuals: (i) for so long as JD holds no less than twelve RTL and half percent (12.5%) its Affiliates hold a minimum of 9.0% of the then issued Voting Securities, one nominee designated by RTL; and (ii) for so long as RTL and outstanding share capital its Affiliates hold a minimum of 15.0% of the CompanyVoting Securities, on two nominees designated by RTL; and (iii) for so long as RTL and its Affiliates hold a fully diluted basisminimum of 24.9% of the Voting Securities, JD three nominees designated by RTL; provided that, (x) for so long as RTL shall be entitled to designate three nominees under Section 2.1(a)(iii) above, at least one RTL Director must be Independent and (1y) director if RTL fails to designate a nominee to serve as a member of the Board pursuant to this Section 2.1(a) prior to the Board (such director, or such other individual who may be designated by JD from time 45th day before the meeting of stockholders to timeelect Directors, the “JD RTL Director previously holding such directorship shall be deemed the RTL Nominee unless no such RTL Director has otherwise previously been appointed to serve as a Director”), in which case the Board shall be free to nominate such Director at its discretion. RTL hereby designates ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as the initial RTL Nominee, and the Company shall promptly cause the appointment or election of such JD Director RTL Nominee to be appointed to the Board, including, convening a meeting of the Board pursuant effective immediately. No less than five (5) Business Days prior to the Memorandum and Articles and appointing such JD Director to the Board, and Initial Closing (as defined in the case Securities Purchase Agreement), RTL will notify the Company of an election, (i) nominating such individual to its proposed nominee that will be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director appointed to the Board in any meeting of Shareholders at the Initial Closing pursuant to elect directors, including soliciting proxies in favor of the election of the JD Director, (iiiSection 2.1(a)(ii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directorsabove, and (ivthe Company shall evaluate such nominee in accordance with the standards set forth in Section 2.1(b) if necessarybelow. Until termination of this Section 2.1(a), expanding the Company will cause the size of the Board in order not to appoint exceed ten (10) Directors without obtaining the JD Directorprior written consent of RTL. (b) In RTL shall exercise its right to designate any RTL Director set forth in Section 2.1(a) above by submitting the event names of any proposed candidates to the Nominating and Corporate Governance Committee of the Board. The Nominating and Corporate Governance Committee of the Board may only reject a candidate proposed by RTL if such candidate is manifestly unsuitable to serve as a Director by reason of prior criminal or civil misconduct or demonstrable lack of qualification. Upon exercise of the right to designate any RTL Director set forth in Section 2.1(a) and approval of the nominee by the Nominating and Corporate Governance Committee of the Board, the Board shall, as needed and subject to the last sentence of Section 2.1(a) above, promptly increase the size of the Board to create the number of vacancies necessary to appoint and elect such RTL Director(s), and upon creation of such vacancy or vacancies, to appoint and elect such RTL Director(s) pursuant to the applicable provisions of the Certificate of Incorporation and Bylaws. At each annual or special meeting of the stockholders of the Company at which Directors are to be elected, the Company will include in the slate of nominees recommended by the Board and the Nominating and Corporate Governance Committee of the Board and in the Company’s proxy statement or notice of such meeting all of the RTL Directors designated pursuant to Section 2.1(a) and approved by the Nominating and Corporate Governance Committee of the Board, and both the Company and RTL shall use their respective reasonable best efforts to cause, and RTL shall vote all of its Voting Securities then owned or held in favor of, the election to the Board of each of those nominees recommended by the Board, which shall include those RTL Nominees to be elected as RTL Directors as provided in this Agreement. (c) To the extent permitted by Law (including under the NASDAQ Rules, the Securities Act and the Exchange Act), at least one RTL Director will be appointed as a member of each committee of the Board (including without limitation any ad hoc committee of the Board). If there is only one RTL Director, RTL and the Company will discuss in good faith appropriate committee representation (it being understood that such RTL Director will be entitled to serve on each committee to the extent desired by RTL and to the extent permitted by Law (including under the NASDAQ Rules, the Securities Act and the Exchange Act)). (d) If a vacancy is created at any time by the death, disability, retirement retirement, resignation or removal (with or without cause) of any Director who is a RTL Director, then the Company, the Board and RTL will take all actions necessary to cause the vacancy to be filled as soon as practicable by a new RTL Director who is nominated in the manner specified in this Section 2.1. (e) If RTL ceases to have the right to nominate one or more Directors in accordance with this Section 2.1, then RTL shall use its reasonable best efforts to cause the removal or resignation of the JD applicable number of RTL Directors at the earliest possible time. (f) Upon the written request of any RTL Director, the Company will promptly execute and deliver to such RTL Director an indemnification agreement either, at the election of the RTL Director, (i) in the form of the Company’s current form of director indemnification agreement (or a modified version of such form proposed by the Company that is no less favorable to the RTL Director) or (ii) in a form entered into between any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, Director and the Company shall promptly cause the appointment or election of such individual that is no less favorable to the Board (who shall, following such appointment or election, be Director than the JD Director for purposes of this Agreement)Company’s current form. (c) 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 JD Director is up for re-appointment to the Board, the 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 the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be 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 the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.