Common use of Board Representation Clause in Contracts

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have merger agreement provides that promptly after the right later to nominate occur of (1) the purchase of and payment for any shares by our Parent or any of its subsidiaries as a result of which our Parent and its subsidiaries beneficially own at least a majority of then outstanding shares and (2) compliance with Section 14(f) of the Exchange Act, and Rule 14f-1 thereunder, our Parent will be entitled to designate up to such number of directors directors, rounded up to the Board next whole number, on Convergent's board of Directors directors as is will give our Parent representation on the board equal to 20% the product of the total number of directors on the Board of Directors board (rounded up giving effect to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director elected pursuant to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed merger agreement) multiplied by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) percentage of the total outstanding number of directors on the Board)shares that we or any affiliate of ours beneficially owns. Convergent will, the Block Sale Transferee shallupon request of our Parent, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts promptly either to increase the size of its board of directors or to secure the resignations of such number of its incumbent directors, or both as is necessary to enable such designees of our Parent to be so elected or appointed to Convergent's board of directors, and Convergent will take all actions available to Convergent to cause such designees of our Parent to be so elected or appointed at that time. At that time, Convergent will, if requested by our Parent, also take all action necessary to cause persons designated by our Parent to have the candidate(s) nominated by the Block Sale Transferee same percentage representation on each committee of Convergent's board of directors, each board of directors (subject Section 5.2 hereof and Section 5.02(for similar body) of each subsidiary of Convergent, and each committee (or similar body) of each board of directors. The parties have agreed that, in the Governance Agreementevent that our Parent's designees are elected or appointed to Convergent's board of directors, all members of the special committee of the board will remain on Convergent's board of directors. The affirmative vote of a majority of the special committee will be required after the acceptance for payment of shares pursuant to our offer and prior to the effective time of the merger, before Convergent (1) amends or terminates the merger agreement, (2) exercises or waives any of its rights, benefits or remedies under the merger agreement if such exercise or waiver adversely affects holders of shares (other than ours or our Parent), (3) takes any other action under or in connection with the merger agreement if such action adversely affects holders of shares (other than ours or our Parent) or (4) take any other action on behalf of Convergent in connection with the merger agreement required to be appointed to the Board taken by Convergent's board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsdirectors.

Board Representation. 5.1 The Block Sale Transferee (a) At any time from and after the Effective Time, at the written request of the Subject Seller, Boron shall have cause one (1) representative designated by the right Subject Seller to nominate up to such number of directors be elected or appointed to the Board of Directors of Boron, which representative shall (i) be reasonably acceptable to the Board of Directors of Boron, (ii) not be a person who is an officer or employee of Holdings or any of its Subsidiaries as is equal to 20% of the total number date hereof, (iii) satisfy all director qualifications reasonably required by ▇▇▇▇▇ and shall agree to comply with all policies of directors Boron (including as to ethics, confidentiality and trading) in each case in effect from time to time that apply to all nominees for the Board of Directors of Boron and (iv) be eligible to serve on the Board of Directors (rounded up to of Boron under the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities)Depository Institution Management Interlocks Act, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors12 U.S.C. 3201 et seq. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts federal banking agencies’ implementing regulations thereunder, including the Federal Reserve Board’s Regulation L, 12 C.F.R. Part 212, in each case as they may be amended from time to cause time (a “Qualified Nominee”, and any such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) Qualified Nominee to be appointed to the Board of Directors of Boron, a “Board Representative”). Any Board Representative elected or appointed to the Board of Directors of Boron shall, at the next regularly scheduled Subject Seller’s election, also be appointed to Boron Bank’s Board of Directors at the time of his or her appointment or election to the Board of Directors of Boron. Boron Bank shall take all action necessary to facilitate any such appointment to Boron Bank’s Board of Directors. (b) From and after the election or appointment of a Board Representative pursuant to Section 4(a), (i) at each meeting of the shareholders of Boron at which directors of Boron are to be elected (including any annual meeting of shareholders) and at which the term of such Board Representative shall expire, the Board of Directors of Boron shall nominate and recommend for election one (1) Qualified Nominee designated by the Subject Seller to serve as a Board Representative and Boron shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board of Directors of Boron and shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Subject Seller to be appointed to the Board of Directors of Boron at the Effective Time pursuant to the prior paragraph and that the Subject Seller’s right to designate a Qualified Nominee to serve on the Board of Directors of Boron at any given time shall be limited to one (1) person), provided that such efforts will not require Boron to postpone its annual meeting of shareholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board of Directors of Boron, including that Boron shall not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director; provided, further, that, if at any time after his appointment to the Board of Directors of Boron, the Board Representative ceases to be a Qualified Nominee, such representative shall not continue to serve as the Board Representative; and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Subject Seller, the Board of Directors of Boron shall appoint as a director to fill the vacancy so created a Qualified Nominee designated by the Subject Seller to fill such vacancy. (c) Each Board Representative shall be entitled to the same compensation and same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors immediately following of Boron, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Effective Date.]8 8 Note Board of Directors of Boron or any committees thereof, to form: the same extent as the other members of the Board of Directors of Boron. Boron shall notify each Board Representative of all regular and special meetings of the Board of Directors of Boron and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of Boron of which such Board Representative is a member. Boron shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors of Boron concurrently as such materials are provided to the other members. (d) Boron’s obligations under this Section 4 shall terminate and be included if Block Sale Transferee accepts of no further force or effect on the board nomination rightsearlier of (i) such time as the Subject Seller Group (and any Permitted Transferees) beneficially own less than five percent (5%) of the outstanding shares of Boron Common Stock and Boron Non-Voting Common Stock (as reported in the most recent Boron Report publicly filed under the Exchange Act), excluding the dilutive effect of any primary issuances of Boron Common Stock or Boron Non-Voting Common Stock (or any other securities convertible into or exchangeable for Boron Common Stock or and Boron Non-Voting Common Stock) by Boron, and (ii) the breach, in any material respect, by the Subject Seller of any of its obligations in this Agreement.

Board Representation. 5.1 The Block Sale Transferee From the date hereof, unless the Organogenesis Existing Stockholders and the Avista Stockholder otherwise agree in writing: (i) At any time that, and for so long as the Avista Stockholder and Avista Offshore collectively own shares of Common Stock that represent at least 7.5% of the then outstanding shares of Common Stock, the Avista Stockholder will have the right to designate one individual, who Avista and the Board shall have determined is independent under all applicable laws and rules, including the rules of the Nasdaq Stock Market LLC (or the listing rules of the applicable exchange at such time) and the Securities and Exchange Commission, for audit committee membership, for election to the Company Board (the “Avista Designee”). (ii) At any time that, and for so long as the Avista Stockholder has the right to designate the Avista Designee in connection with each election of Directors, the Company shall, and the Organogenesis Existing Stockholders, their Permitted Transferees and the Avista Stockholder shall take all actions necessary to cause the Board (or an authorized committee thereof) to, nominate the Avista Designee, as the case may be, for election as a Director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of Directors, and to provide the highest level of support for the election of each such Avista Designee, as the case may be, as it provides to any other individual standing for election as a Director as part of the Company’s slate of Directors. For so long as the Avista Stockholder has the right to designate the Avista Designee, the Board (or an authorized committee thereof) shall not nominate, and the Organogenesis Existing Stockholders, their Permitted Transferees and the Avista Stockholder shall take all actions necessary to cause the Board (or an authorized committee thereof) to refrain from nominating, a number of nominees for any election of Directors that exceeds the number of Directors to be elected. (iii) In the event that an Avista Designee shall cease to serve as a Director for any reason (including any removal thereof) the Avista Stockholder shall have the right to nominate up appoint another Avista Designee to such number fill any vacancy resulting therefrom. For the avoidance of directors to the Board of Directors as doubt, it is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided understood that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting failure of the stockholders of the Company and to elect any Avista Designee shall use all reasonable efforts not affect the right of the Avista Stockholder to cause designate the Avista Designee as the case may be, for election pursuant to this Section 2.1(b) in connection with any future election of each director nominee Directors. (iv) Other than at any such time as the Avista Stockholder and Avista Offshore collectively own less than 7.5% of the Block Sale then outstanding shares of Common Stock, each Stockholder or its Permitted Transferee that has received Beneficially Owns Voting Securities shall vote all of such approval, including soliciting proxies Voting Securities in favor of the election Avista Designee nominated in accordance with this Section 2.1(b). Each Stockholder agrees that if and for so long as the Avista Stockholder is permitted to designate the Avista Designee pursuant to this Section 2.1(b) and such Stockholder or its Permitted Transferee is then entitled to vote for the removal of any such persons. 5.4 In Avista Designee, such Stockholder or its Permitted Transferee will not vote in favor of the event that a vacancy is created at removal of any time such Avista Designee unless requested in writing by the death, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedAvista Stockholder. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall board of directors of New Seadrill (the “Board”) will be the main decision making body of New Seadrill and may delegate specific powers to Board committees and/or management from time to time. The Board will be set at nine (9) directors. For so long as Hemen owns at least [5]% of the issued and outstanding Equity Securities, New Seadrill will not increase or decrease the size of the Board without the prior written consent of Hemen. For so long as Hemen maintains ownership of at least [10]% of the issued and outstanding Equity Securities of New Seadrill, Hemen will have the right to: • designate for election to nominate up the Board/appoint three (3) directors (the “Hemen Designees”), including the Chairman with a casting vote; and 1 Capitalized terms used but not defined in this Governance Term Sheet have the meanings given to such number of directors terms in the Investment Agreement. • designate for election to the Board Board/appoint two (2) independent directors, each of Directors as is equal to 20% whom shall not be related parties of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee Hemen or otherwise connected with Hemen and shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NYSE and Oslo Exchange rules and regulations (the “Independent Nominees”); provided that the other directors on the Board shall be provided with a reasonable opportunity to meet with and consult with such prospective Independent Nominees and Hemen prior to their nomination. For so long as defined Hemen maintains ownership of at least [5]% but less than [10]% of the issued and outstanding Equity Securities of New Seadrill, Hemen will have the right to: • designate for election to the Board/appoint two (2) Hemen Designees, including the Chairman with a casting vote; and • designate for election to the Board/appoint two (2) Independent Nominees; provided that the other directors on the Board shall be provided with a reasonable opportunity to meet with and consult with such prospective Independent Nominees and Hemen prior to their nomination. • The majority of the Hemen Designees and the Independent Nominees (taken together) including the Chairman shall be persons who are not resident in the United Kingdom. • Meetings of the Board shall be held outside Norway and the United Kingdom. • Where board meetings or committee meetings are held by applicable stock exchange listing ruleselectronic means, the majority of the members participating (including the Chairman) shall be physically located outside the United Kingdom. The director nominees proposed Board will use all reasonable endeavours to ensure that no such meeting is deemed to be held in Norway. • The quorum for meetings of the Board shall be a majority in number of directors who are neither resident nor present in the United Kingdom, provided that at least three independent directors shall be present. If quorum is not formed, the meeting shall be adjourned for [72 hours, provided that in an emergency the meeting shall be adjourned for 24 hours], and at the adjourned meeting quorum will be formed by the Block Sale Transferee must be approved by directors present. • Written resolutions of the nominating Board or any committee of the Board shall only be permitted if all the directors or committee members (as applicable) are outside the United Kingdom when the resolution is signed. The use of Directors (which committee written resolutions shall be comprised solely kept to a minimum, as far as is practically possible. For so long as the Hemen Designees are entitled to serve on the Board, at least one of “independent directors” as defined by applicable stock exchange listing rules (which termthe Hemen Designees shall be entitled to serve on, for this purposeand the Board shall appoint such Hemen Designee to, will exclude any directors nominated by the Block Sale Transferee)) (such committee or by an equivalent committee committees of the Board of Directors oras shall be determined by Hemen, if no such committee exists, by a committee of “independent directors” as defined by subject to applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more independence requirements of the Block Sale Transferee’s proposed nomineesNYSE and the Exchange Act and/or the Oslo Exchange rules, provided that the Block Sale Transferee Board shall not create any new committees and/or increase the size of any committees of the Board currently in existence without the prior written consent of Hemen, not to be unreasonably withheld or delayed. For so long as Centerbridge retains at least 50% of its original investment in the Equity Securities of New Seadrill, Centerbridge shall have the right to propose additional nominees until approval has been granted to that number of nominees equal designate for election to the number Board/appoint as of the Effective Date and at the first election of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval Board following the one year anniversary of the Block Sale Transferee’s nominees Effective Date one (1) independent director (the “Centerbridge Designee”). The Select Commitment Parties, in their capacity as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement shareholders of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meetingNew Seadrill, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, will have the right to designate a replacement or additional Director for election to fill such vacancythe Board/appoint as of the Effective Date one (1) independent director. Hemen, Centerbridge and the Company shall use all reasonable efforts to cause such vacancy Select Commitment Parties on mutual agreement (with each party’s agreement not to be filled with unreasonably withheld) will have the replacement or additional Director so designated. 5.5 The Company shall use its best efforts right to cause designate for election to the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) Board/appoint as of the Governance AgreementEffective Date two (2) independent directors. The ability to designate and/or appoint Board members shall include the ability to remove such Board members. The initial shareholders will provide New Seadrill with a customary indemnity on terms to be appointed agreed in relation to any claims that may arise against New Seadrill as a result of initial shareholders exercising such a removal right. From and after the first election of directors to the Board of Directors at following the next regularly scheduled meeting one year anniversary of the Effective Date, all members of the Board, excluding the Hemen Designees, the Independent Nominees and, for the first election of directors to the Board of Directors immediately following the one year anniversary of the Effective Date.]8 8 Note to form: to Date only, the Centerbridge Designee, shall be included if Block Sale Transferee accepts elected by shareholders as provided in the New Seadrill bye-laws. The board nomination rightsrepresentation rights set out in this Governance Term Sheet will be reflected in New Seadrill’s bye-laws. There will be no shareholders agreement.

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 (a) The Block Sale Transferee shall have the right Company will continue to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided recommend that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies vote in favor of the election of such personsthe Applicable Directors at the 2017 Annual Meeting and will support the Applicable Directors for election in a similar manner as the Company’s other nominees. 5.4 In (b) At all times while serving as a member of the event that Board (and as a vacancy is created condition to such service), the Applicable Directors shall (i) comply with all policies, codes and guidelines applicable to Board members (subject to Section 8(b)), (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 “Director Criteria”). (c) 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 or become unable to serve on the Board due to death, disability or other reasons 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 (i) in the case of any Replacement of the SRS Director, such Replacement shall meet the Director Criteria and (ii) in the case of any Replacement of the Outside Director, such Replacement shall meet the Director Criteria and the Outside Director Criteria. “Outside Director Criteria” shall mean, with respect to any Person, that such Person (A) must not be a former employee or a current employee, advisor, consultant or Affiliate of SRS and (B) must have the relevant financial and business experience to be a director of the Company. The appointment of a Replacement will be subject to a customary due diligence process by the deathBoard (including the review of a completed D&O questionnaire (in the Company’s standard form), disabilityinterviews with members of the Board, retirement, resignation or removal (with or without Cause) of any Director nominated a customary background check and completion by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) Replacement of the total number following documents required of all non-executive directors on the Board), : the Block Sale Transferee shall, subject to Section 5.2, have Certification for the right to designate a replacement or additional Director to fill such vacancy, Procedures and Guidelines Governing Securities Trades by Company Personnel and the Majority Voting Conditional Resignation Letter. The Company shall will use all its reasonable best efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 complete its approval process as promptly as practicable. The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed appoint a Replacement to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: if (and only if) it finds a Replacement to be included reasonably acceptable. For the avoidance of doubt, SRS will be entitled to continue to recommend different nominees which meet the foregoing criteria until a Replacement is appointed. Except as otherwise specified in this Agreement, if Block Sale Transferee accepts a Replacement is appointed, all references in this Agreement to the board nomination rightsterm “Applicable Directors” will include such Replacement.

Board Representation. 5.1 The Block Sale Transferee (a) For so long as Purchaser shall own Conversion Units representing, or NHC Notes convertible (after giving effect to any adjustments) into Units representing, 5% or more of the total number of Units outstanding on a fully-diluted basis, Purchaser shall have the right to nominate up designate one individual (the "PURCHASER DESIGNEE") to such number be elected to serve on the Board of directors Directors of the Managing General Partner (or, after the Special Reorganization, on the Board of Directors of the NHC). The Purchaser Designee shall be an individual who is mutually acceptable to both the Company and the Purchaser, and the Company and Purchaser have agreed that ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is mutually acceptable as the initial Purchaser Designee. (b) After the Closing Date, the stockholders of the Managing General Partner shall take all action necessary to ensure that the Purchaser Designee shall be elected to the Board of Directors of the Managing General Partner; including, without limitation, causing a special meeting of the Board of Directors of the Managing General Partner to be called to elect the Purchaser Designee to the Board of Directors and voting all of their Managing General Partner stock in favor of the Purchaser Designee at the next stockholders' meeting. (c) At each annual meeting of stockholders of the Managing General Partner after the Closing Date but prior to the occurrence of the Special Reorganization, so long as is equal the Purchaser shall own Conversion Units representing, or NHC Notes convertible (after giving effect to 20any adjustments) into Units representing, 5% or more of the total number of directors Units outstanding on a fully-diluted basis, the Purchaser shall be entitled to nominate the Purchaser Designee to be elected to serve on the Board of Directors (rounded up of the Managing General Partner. The Managing General Partner shall cause the Purchaser Designee to be included in the slate of nominees recommended by the Board to the next whole number if Managing General Partner's stockholders for election as directors, and the Managing General Partner shall use its best efforts to cause the election of the Purchaser Designee, including voting all shares for which the Managing General Partner holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. ▇▇▇▇▇ and NHC, Inc. hereby agree (for themselves individually and each of their successors and assigns, and any Affiliate of each of them that owns voting securities of the Managing General Partner) that they shall vote (i) all of their Units (ii) all other securities of the Managing General Partner held by them which are entitled to vote for directors and (iii) all proxies held by them (unless otherwise directed by the stockholder submitting such proxy), in favor of the election of the Purchaser Designee, and ▇▇▇▇▇ and NHC, Inc. shall not sell, assign or otherwise transfer any of their Units or other voting securities of the Managing General Partner to an Affiliate thereof unless such Affiliate agrees to be bound by the foregoing. (d) Prior to the occurrence of the Special Reorganization, the Managing General Partner shall take all steps necessary to ensure that the Purchaser Designee is elected to the Board of Directors of NHC upon its formation in the Special Reorganization. (e) Commencing with the annual meeting of stockholders of NHC immediately following the Special Reorganization, and at each annual meeting of stockholders of NHC thereafter, so long as the Purchaser shall own Conversion Units representing 5% or more of the total number of directors Units outstanding on a fully-diluted basis, the Purchaser shall be entitled to nominate the Purchaser Designee to be elected to serve on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rightsNHC. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company NHC shall cause each director nominee of the Block Sale Transferee that has received such approval Purchaser Designee to be included in the slate of nominees recommended by the Board of Directors to the Company’s NHC's stockholders for election as directors at each annual meeting of the stockholders of the Company directors, and NHC shall use all reasonable its best efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvalPurchaser Designee, including soliciting voting all shares for which NHC holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such personsperson. ▇▇▇▇▇ and NHC, Inc. hereby agree (for themselves individually and each of their successors and assigns, and any Affiliate of each of them that owns voting securities of NHC) that they shall vote (i) all securities of NHC held by them which are entitled to vote for directors and (ii) all proxies held by them (unless otherwise directed by the stockholder submitting such proxy), in favor of the election of the Purchaser Designee, and ▇▇▇▇▇ and NHC, Inc. shall not sell, assign or otherwise transfer any of their Units or other voting securities of NHC to an Affiliate thereof unless such Affiliate agrees to be bound by the foregoing. 5.4 (f) In the event that the Purchaser Designee shall cease to serve as a vacancy is created at director for any time reason, other than by reason of the death, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is Purchaser not being entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board)Purchaser Designee, the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) vacancy resulting thereby to be appointed filled by a nominee mutually acceptable to NHC and the Purchaser. The Purchaser shall deliver notice to the Board of Directors at of the next regularly scheduled Managing General Partner designating a new Purchaser Designee to replace the director previously nominated by the Purchaser. If the Special Reorganization shall not have occurred, within thirty (30) days of the giving of the notice, the Board of Directors of the Managing General Partner shall, prior to the transaction of any other business, take all action necessary to remove the director previously nominated by the Purchaser and to elect the new Purchaser Designee; including, without limitation, causing a special meeting of the Board of Directors immediately following of the Effective Date.]8 8 Note to form: Managing General Partner to be included if Block Sale Transferee accepts called to elect the Purchaser Designee to the board nomination rightsand voting all of their Managing General Partner stock in favor of the Purchase Designee at the next stockholders' meeting. If the Special Reorganization has occurred, the Board of Directors of the Company shall take all action necessary to elect the new Purchaser Designee.

Board Representation. 5.1 (a) The Block Sale Transferee shall have the right rights granted to nominate up NMR and ACN under this Article II with respect to such number of directors to the Board of Directors as is equal to 20% of the total number of directors representation on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) shall apply for so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns NMR and its Affiliates, and ACN and its Affiliates, beneficially own at least 16,825,982 Equity Securities (so long as the Ownership Percentage 5.0% and 10%, respectively, of the Block Sale Transferee is at least equal to issued and outstanding shares of Common Stock on a fully-diluted basis (as defined in Section 4.1(a) below). (b) The Company and NMR have agreed that, effective as of August 15% , 1999 hereof, the Company shall increase the size of the Total Equity Securities), provided that all Liberty Directors have resigned Board from the Board of Directors. The Block Sale Transferee four to five members and NMR shall have the right to nominate one director representative to the Board. Immediately upon NMR's exercise in full of the Second Warrant, the Company agrees to increase the size of the Board by one member and NMR shall have the right to nominate an aggregate of two representatives to the Board (such individual(s), together with all future NMR appointees to the Board, being referred to herein as the "NMR Director(s)"). After the effectiveness of the registration statement relating to a Company-IPO, the Company shall use its best efforts to appoint such additional nominee to the Board of Directors so long as pending the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal next meeting of stockholders, subject, however, to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee any fiduciary duties of the Board and compliance with the Restated Certificate and the Bylaws. The Company and ACN have agreed that, effective as of Directors (which committee September _____, 1999 hereof, the Company shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by increase the Block Sale Transferee)) (or by an equivalent committee size of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted from five members to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee six members and ACN shall have the right to propose additional nominate one representative to the Board. (c) The Company has duly and validly taken all corporate actions necessary to increase the size of the Board from four to five members and, upon notice from NMR, shall appoint an individual to be designated by NMR to such vacancy in the Board. The Company has duly and validly taken all corporate actions necessary to increase the size of the Board from five to six members and, upon notice from ACN, shall appoint an individual to be designated by ACN to such vacancy in the Board. (d) Each of the Stockholders hereby irrevocably agrees to vote all Company Securities now or hereafter owned by such Stockholder in favor of electing (or re-electing, as the case may be) the NMR Directors and/or NMR's nominees, and ACN Director or ACN nominee, to the Board, as the case may be, and to take all such action as may be necessary to enable NMR and ACN to exercise its rights to Board representation as provided in this Article II, including, without limitation, voting in favor of any amendment of the Bylaws to increase the size of the Board. Each of the Stockholders hereby further agrees to use all reasonable efforts to cause any Director nominated by such Stockholder to vote at any meeting of the Board in favor of NMR's nominees until approval has been granted or ACN nominee to that the Board or otherwise and to take all such action as may be necessary to enable NMR and ACN to exercise its rights to Board representation as provided in this Article II, including, without limitation, to permit the election or designation to the Board of such number of NMR Directors and an ACN Director to which NMR and ACN, respectively, are entitled under this Addendum. The provisions of this Section 2.1(d) shall expire upon the effectiveness of the registration statement relating to a Company-IPO. (e) After the effectiveness of the registration statement relating to a Company-IPO, NMR shall continue to have the right to designate the number of nominees equal to the number Board specified under Section 2.1(b) above. The Company agrees to nominate such individual(s) as management's nominees at each regularly scheduled annual stockholders meeting or any special meeting of stockholders at which the election of directors the Block Sale Transferee is entitled shall take place, to nominate pursuant to Section 5.1. 5.3 Subject recommend to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees stockholders at such meeting such individual's election to the extent required under applicable law Board and otherwise to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without Causenominee(s) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 (a) The Block Sale Transferee Board of Directors shall have elect the right to nominate up to such number of directors CEO to the Board of Directors effective not later than the Closing Date. The CEO shall be included as is equal to 20% a director in Class III. So long as the CEO serves as chief executive officer of the total number Company, at each annual meeting of the stockholders of the Company at which Class III directors on are up for election, the Board of Directors (rounded up or the Nominating Committee thereof shall include the CEO for election to the next whole number if the total number such class of directors on at such annual meeting. If the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language shall cease to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities)a classified board, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee Directors or the Nominating Committee thereof shall have include the right to nominate one director CEO for election to the Board of Directors at each annual meeting of stockholders of the Company for so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long CEO serves as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% chief executive officer of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of DirectorsCompany. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. (b) The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval CEO to be included in the slate of nominees recommended by the Board of Directors to the Company’s 's stockholders for election as directors at each annual meeting of the stockholders of the Company as is required by Section 5.02(a) hereof, and shall use all its best efforts to cause the election of the CEO, including soliciting proxies in favor of the election of the CEO. (c) The Board of Directors shall, subject to Section 5.02(g) hereof, elect four nominees designated in writing by the Investor prior to the Closing (such persons, or replacements designated by the Investor, the "Investor Nominees"), to the Board of Directors effective as of the Closing Date in Class I and Class II as specified by the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Company thereafter, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof a number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof four nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of an Investor Nominee (other than pursuant to Section 5.02(e) hereof), the Investor shall designate a replacement for such director, which replacement the Company shall cause to be elected to the Board of Directors, subject to Section 5.02(g) hereof. (d) Subject to Section 5.02(g) hereof, the Company shall cause each Investor Nominee designated for election to the Board of Directors pursuant to the second sentence of Section 5.02(c) hereof to be included in the slate of nominees recommended by the Board of Directors to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders, and shall use its reasonable best efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvalnominee, including soliciting proxies in favor of the election of such personsperson. 5.4 In (e) Notwithstanding the event that a vacancy is created at any time by the deathforegoing provisions of this Section 5.02, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on Investor Nominees the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right Investor is entitled to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed for election to the Board of Directors shall be reduced to (i) three, in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, at the next regularly scheduled meeting least 60%, but less than 80%, of the Board Original Number of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.Warrant

Board Representation. 5.1 The Block Sale Transferee (a) On the Closing Date, a designee of Purchaser (the “Purchaser Designee”) who is reasonably acceptable to the Company shall have the right to nominate up to such number of directors be appointed to the Board of Directors as is equal to 20% of the total number Company and the Audit Committee of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors Thereafter, for so long as Purchaser owns the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as Minimum Interest, Purchaser shall be entitled to designate one Purchaser Designee reasonably acceptable to the Block Sale TransfereeCompany on the management slate of nominees to the Company’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. At least 90 days prior to each annual meeting of stockholders at which a Purchaser Designee will stand for election, Purchaser shall provide written notice to the Company indicating the Purchaser Designee to be nominated by Purchaser at such annual meeting. 5.2 Each director nominee proposed by (b) Subject to applicable law, the Block Sale Transferee must qualify Company shall use its best effort at all times to take such action as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by is necessary to ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to the stockholders of the Company that the stockholders elect the Purchaser Designee to the Board of Directors. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which committee shall be comprised solely they serve, any and all benefits (including, without limitation, any director compensation and grants of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude options under the any directors nominated by non-employee director plan of the Block Sale Transferee)Company) (or by an equivalent committee generally provided to all of the other members of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee Company. (c) If at any time Purchaser is entitled to nominate designate a nominee to the Board of Directors pursuant to this Section 5.1. 5.3 Subject 4.06 and Purchaser does not have a representative on the Board, so long as Purchaser owns the Minimum Interest, the Company shall permit one representative of Purchaser (which representative shall be reasonably acceptable to the approval Company) to attend, but not vote, as an observer at each meeting of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (Board of Directors or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement committee of the Board empowered to act with full authority of the entire Board, including telephonic meetings. The Company and in shall cause notice of any other solicitation materials meeting of the Board of Directors or any such committee of the Board to be delivered to stockholders any such representative at the same time and in the same manner as notice is given to the members of the Company in connection with a stockholders meeting, Board of Directors. Such representative will be entitled to receive all written materials given to the Company shall cause each director nominee members of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors in connection with such meetings at the time such materials and information are given to the Company’s stockholders Board of Directors. The Company shall reimburse such representative for election as directors at each annual meeting his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the stockholders Board of Directors or any such committee of the Company and Board. (d) Each Purchaser Designee shall use all reasonable efforts be entitled to cause the election of each director nominee serve on any standing committee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 . The Company shall use its best efforts at all times as is necessary to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be ensure that each Purchaser Designee is appointed to the Board of Directors at the next regularly scheduled meeting all such committees of the Board of Directors immediately following Directors. (e) For so long as any Purchaser Designee remains on the Effective Date.]8 8 Note Board of Directors, the Company shall use best efforts to form: maintain directors’ and officers’ liability insurance with financially sound and reputable insurers at a level of coverage of at least $10,000,000. (f) Neither the Purchaser nor any Purchaser Designee nor any representative of the Purchaser nor any of the Affiliates of the foregoing, including IHM, will disclose to be included if Block Sale Transferee accepts any third party, or use for any purpose unrelated to the board nomination rightsperformance of such person’s duties for the Company (including the purchase and sale of the capital stock of the Company), any material non-public information received pursuant to this Agreement or otherwise.

Board Representation. 5.1 The Block Sale Transferee (a) On or prior to the Closing Date, the Board of Directors of the Company shall be expanded by three positions thereby creating three vacancies on the Board. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be appointed, immediately following the Closing Date, to fill one of these vacancies as a member and Chairman of the Board, serving in a non-executive capacity. If ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is unable or ceases to serve on the Board for any reason, the Purchaser shall have the right to nominate up to such number of directors recommend to the Governance and Nominating Committee for nomination by the Board of Directors one new director (to replace ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as is equal to 20% a member of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity SecuritiesBoard), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must who need not qualify as an “independent director” (as that term is defined by applicable stock exchange listing rules. The director nominees proposed by in Rule 4200 of the Block Sale Transferee must National Association of Securities Dealers, Inc. or any comparable regulation to which the Company may be subject from time to time) (“Independent Director”), and who shall be the successor Chairman of the Board if approved by the nominating committee Board (provided that if such individual is rejected by the Board, the Purchaser shall have the right to recommend up to two more candidates to serve as successor Chairman, subject to Board approval, and provided further that if the Board rejects such two additional candidates, Purchaser will retain the rights set forth below to continue recommending candidates to replace ▇▇. ▇▇▇▇▇▇▇, but not as Chairman of the Board). The Purchaser shall have the right to recommend two additional directors to the Governance and Nominating Committee for nomination by the Board to fill the remaining two vacancies created by the expansion, which directors, upon appointment, must each qualify as an Independent Director for all Committee purposes. If one or more candidates recommended by the Purchaser pursuant to this Section are rejected by the Committee or the Board, the Purchaser shall have an ongoing right to recommend candidates to fill the aforementioned vacancies until three candidates are qualified and accepted and there are no remaining vacancies on the Board. Each director recommended to the Board by the Purchaser is referred to herein as a “Purchaser Designee”. For so long as Purchaser owns, in the aggregate, at least 20% of the outstanding shares of Common Stock of the Company (the “Required Interest”), the Purchaser shall be entitled to nominate three Purchaser Designees to the Company’s Board of Directors. In the event that the Purchaser owns an interest in the Company that is less than the Required Interest but equal to or greater than 15% of the outstanding shares of Common Stock of the Company (the “Minimum Interest”), and Purchaser currently has three Purchaser Designees serving on the Board of Directors, then, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, the Purchaser shall cause one of the two Purchaser Designees who are “independent directors” to resign within ten (10) business days, the Board of Directors shall be reduced by one member and thereafter the Purchaser shall be entitled to nominate two members to the Company’s Board of Directors (until such time as the aggregate interest owned by Purchaser shall be less than the Minimum Interest, whereupon Purchaser shall, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, within ten (10) business days cause the remaining two Purchaser Designees to resign and the Purchaser shall have no further rights under this Section 4.1). At least ninety (90) days prior to each annual meeting of stockholders at which Purchaser Designees will stand for election, the Purchaser shall provide written notice to the Company indicating the Purchaser Designees that it will nominate at such annual meeting, and such notice shall set forth as to each person proposed for nomination all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the related proxy statement as a nominee and to serving as a director if elected). (b) The Company shall use its reasonable best efforts at all times to take such action as is necessary to ensure that the Governance and Nominating Committee of the Board of Directors (which committee or the full Board if there is no such committee) of the Company shall nominate and recommend to the stockholders of the Company that the stockholders of the Company shall elect the Purchaser Designees to the Board of Directors. As a condition precedent to the inclusion of any Purchaser Designee on any slate of nominees to be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated recommended to stockholders by the Block Sale TransfereeBoard of Directors pursuant to Section 4.1(a)) , the Governance and Nominating Committee of the Board (or by an equivalent committee the full Board if there is no such committee) may review the information provided pursuant to Section 4.1(a) to evaluate in good faith such Purchaser Designee’s character and fitness to serve as a director. If the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) determines in good faith that any such Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) shall inform the Purchaser of such determination, and the Purchaser shall then have the right to propose alternative Purchaser Designees in accordance with Section 4.1(a) above reasonably acceptable to the Company. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits provided to the other non-executive members of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee Company. (c) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall have the right to propose additional nominees until approval invite representatives of the Purchaser to attend, but not vote, as observers at the open portion of each meeting of the Board of Directors, including telephonic meetings, provided that each such representative has been granted to that number of nominees equal executed and delivered to the number of directors Company a confidentiality agreement in a form reasonably satisfactory to the Block Sale Transferee is entitled to nominate pursuant to Section 5.1Company. 5.3 Subject to (d) The Board shall establish a new Strategic Committee consisting of the following five (5) directors so long as they remain members of the Board: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Chair of the Committee, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, the Company’s Chief Executive Officer serving ex-officio, and two other directors recommended by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, only one of whom may be a Purchaser Designee. The Board shall adopt a charter in substantially the form of Exhibit E hereto (the “Strategic Committee Charter”), which shall serve as the directive of the Strategic Committee. The Strategic Committee Charter shall not be amended without the approval of the Block Sale Transferee’s nominees as described in Section 5.2 Chair of the Strategic Committee, which approval shall not be unreasonably withheld. The Strategic Committee may, and provided it is anticipated that the Block Sale Transferee has provided (or caused Strategic Committee will, retain consultants and other service providers, including affiliates of the Purchaser, to be provided) the Company with all information reasonably requested by the Company relating to its nominees provide support to the extent required under applicable law Strategic Committee and to be included in any proxy statement management, on terms and conditions that are approved by a majority of the Company and in any other solicitation materials to be delivered to stockholders disinterested members of the Company in connection with Board of Directors. (e) Subject to availability on reasonable terms and at a stockholders meetingreasonable cost, for so long as any Purchaser Designee remains on the Board of Directors, the Company shall cause maintain directors’ and officers’ liability insurance with an insurer which maintains a rating of not less than A- by Fitch or A.M. Best with at least the current level of coverage and, in addition, shall consult in good faith with Purchaser with respect to (i) the renewal of existing policies and (ii) side A excess terms and conditions coverage in an amount reasonably satisfactory to Purchaser. (f) ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and each director nominee Purchaser Designee shall be required to comply with the same policies and restrictions as each of the Block Sale Transferee other members of the Board including but not limited to the Company’s Governance Policy, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and Code of Ethics and Standards of Conduct. (g) Notwithstanding anything herein to the contrary, the responsibility and authority of the Board shall not be altered as a result of the transactions contemplated by this Agreement and the Board shall continue to act in accordance with the Company’s certificate of incorporation, bylaws, the Company’s Governance Policy and the various committee charters. The current Board members shall remain in office, though it is anticipated that has received the size of the Board may be reduced to ten through attrition, as determined by the Board. The current Chairman of the Board, ▇▇. ▇▇▇▇▇ ▇. Berube, shall remain a director and, in accordance with Section 4.1(d) above, shall be appointed as a member of the Strategic Committee. The current Chief Executive Officer, ▇▇. ▇▇▇▇▇▇▇ ▇. Bailey, shall continue in such approval capacity subject to be included in the slate terms and conditions of nominees recommended by any employment agreement he may have with the Company, shall remain a director and shall serve as an ex-officio member of the Strategic Committee. (h) It is understood and agreed that the Company’s Board of Directors is subject to fiduciary duties under applicable law, and that the Company’s stockholders have rights with respect to the composition of the Board of Directors to under applicable law and the Company’s stockholders organizational documents. Accordingly, for election as directors at each annual meeting purposes of the stockholders this Section 4.1, all obligations of the Company under paragraphs (a), (b) and (d) hereof shall be deemed to be “to use all reasonable efforts best efforts” to cause the election intended action to be taken, recognizing that the Company cannot guaranty what action its Board of each director nominee of Directors or stockholders may take in the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 future. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without Cause) Board of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number Directors of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to not cause such vacancy any action to be filled taken under paragraphs (a), (b) and (d) hereof, the Purchaser shall be entitled to the following remedies: (i) A full acceleration of the vesting of the Warrants so as to make the Warrants immediately exercisable; and (ii) Upon each failure to comply with the replacement or provisions of paragraphs (a), (b) and (d) hereof, to appoint an additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed director to the Board of Directors at the next regularly scheduled meeting of the Board of Directors Company. Such director shall resign immediately following after the Effective Date.]8 8 Note default is cured to form: to be included if Block Sale Transferee accepts the board nomination rightsPurchaser’s reasonable satisfaction.

Board Representation. 5.1 The Block Sale Transferee shall have On or at any time within 90 days after the right to nominate up to such number Closing Date, Purchaser may provide the Company with (i) the name of directors an individual (the "TLC Initial Nominee") Purchaser recommends be appointed to the Board of Directors as is equal to 20% of the total number of directors on the Company's Board of Directors (rounded up the "Board"), and (ii) all information related to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long TLC Initial Nominee as the Block Sale Transferee 6 Note to form: bracketed language to would be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed required by Regulation 14A promulgated by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by SEC under the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law Exchange Act to be included in any a proxy statement related to a meeting of the Company and in any other solicitation materials Company's stockholders at which directors would be elected (the "Proxy Information"). Within 30 days after the Company's receipt of all Proxy Information relating to be delivered to stockholders such individual, the Board shall consider the qualifications of the TLC Initial Nominee and, subject to its fiduciary duties, either appoint the TLC Initial Nominee to serve on the Board until the next election of directors by the Company's stockholders or notify Purchaser that the Board has determined that such appointment would not be consistent with the Board's fiduciary duties. At any time within 90 days after the Company's notifies Purchaser of the Board's determination not to appoint the TLC Initial Nominee, Purchaser may provide the Company in connection with a stockholders meetingthe name of, together with Proxy Information relating to, one or more individuals (the "TLC Alternative Nominee") that Purchaser recommends be appointed to the Board. Within 30 days after the Company's receipt of all Proxy Information relating to the TLC Alternative Nominee, the Board shall consider the qualifications of such TLC Alternative Nominee and, subject to its fiduciary duties, either appoint the TLC Alternative Nominee to serve on the Board until the next election of directors by the Company's stockholders or notify Purchaser that the Board has determined that such appointment would not be consistent with the Board's fiduciary duties. This process shall continue until the Board and Purchaser have agreed upon an individual nominated by Purchaser to serve on the Board (the "TLC Nominee"). The Company shall cause each director nominee increase the size of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Company's Board of Directors to the Company’s stockholders extent necessary to accommodate the appointment of the TLC Nominee. Thereafter, for election as directors long as Purchaser holds of record (such amount to be determined by considering the total of the following (i) the number of full shares of Common Stock into which shares of Preferred Stock then held by Purchaser could be converted pursuant to terms of the Certificate of Designation, and (ii) that number of full shares of Common Stock then held by the Purchaser) at each annual least 7.5% of the Common Stock outstanding on any date the Board fixes the record date for the meeting of the Company's stockholders of the Company and at which directors will be elected, Purchaser shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director nominee to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors stand for election as a director at the next regularly scheduled meeting at which directors are to be elected. If such nominee of the Purchasers is not the TLC Nominee, then similar to the process described in the first four sentences of this Section 4.6, Purchaser shall submit recommendations for an individual to stand for election as a director and the Proxy Information related thereto to the committee of the Board responsible for director nominations. Such committee shall consider the qualifications of Directors immediately following such individual and, subject to its fiduciary duties, either nominate such individual for election at such meeting of stockholders or notify Purchaser that such committee has determined that such appointment would not be consistent with its fiduciary duties (in which case the Effective Date.]8 8 Note process shall continue until the committee and Purchaser have agreed upon an individual to form: stand for election as a director at the next meeting at which directors are to be included if Block Sale Transferee accepts the board nomination rightselected).

Board Representation. 5.1 (i) The Block Sale Transferee Company agrees that simultaneously with the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from seven (7) members to nine (9) members, and (B) appoint to the Board each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇” and together with ▇▇▇▇▇▇, the “New Exeter Appointees”). Each New Exeter Appointee shall be required to meet the Company’s Independence Standards for Independent Directors as set forth in the Company’s Guidelines on Corporate Governance that are in place as of the date of this Agreement and set forth on the Company’s website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and as may be further amended (the “Corporate Governance Guidelines”). During the Standstill Period (as defined below) and for so long as Exeter meets the Minimum Ownership Level (as defined below), if any New Exeter Appointee should resign from the Board or be rendered unable to serve on the Board for any reason, then Exeter shall be entitled to recommend a replacement nominee to the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) to fill the resulting vacancy, who shall meet the Governance Committee’s qualification and membership requirements and applicable independence standards set forth in the Corporate Governance Guidelines, and other requirements of the Exchange Act (as defined below), the rules and regulations of the SEC (as defined below) and the listing standards for the New York Stock Exchange (or such other securities exchange on which the Common Stock shall be principally listed or traded) (any such replacement nominee appointed to the Board in accordance with this Section 1(a)(i) shall be referred to as a “Exeter Replacement Director”). Each member of the Board who is either a New Exeter Appointee or an Exeter Replacement Director are collectively referred herein as the “Exeter Directors”. The appointment of an Exeter Replacement Director to the Board shall be subject to the recommendation of the Governance Committee and approval of the Board in their sole discretion, after exercising their duties in good faith. In the event that the Governance Committee or the Board does not accept a person recommended by Exeter as an Exeter Replacement Director, Exeter shall have the right to nominate up recommend additional replacements to such number of directors fill the resulting vacancy, whose appointment shall be subject to the Board of Directors as is equal to 20% recommendation of the total Governance Committee and approval of the Board in accordance with the procedures described above. The Governance Committee and the Board shall expeditiously review and approve or disapprove any such Exeter Replacement Director. Any such Exeter Replacement Director shall be deemed to be a New Exeter Appointee for all purposes under this Agreement. The Company agrees that it shall not increase the number of directors on the Board of Directors in excess nine (rounded up to 9) during the next whole number if Standstill Period, except as may be required by the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage terms of the Block Sale Transferee is at least equal to 15% Company’s preferred stock issuances. (ii) The Company will recommend, support and solicit proxies for the election of the Total Equity Securities), provided that all Liberty Exeter Directors have resigned from at the Board 2020 annual meeting of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% stockholders of the Total Equity Securities), provided that all Liberty Directors have resigned from Company (the Board of Directors. 5.2 Each director nominee proposed “2020 Annual Meeting”) in the same manner as for the Company’s other nominees at the 2020 Annual Meeting (as determined by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which termGovernance Committee, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject but subject to the approval of the Block Sale Transferee’s nominees Board, at least a majority of whom (exclusive of the Exeter Directors) will be independent, as described defined in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement 303A.02 of the New York Stock Exchange Listed Company and in any other solicitation materials to be delivered to stockholders Manual, for purposes of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such this approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), in each case, so long as Exeter meets the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedMinimum Ownership Level. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have Section 3.01. Nominating Purchaser Representation on Company and Bank Entity Board of Directors. (a) On the right First Closing Date, subject to nominate up any required approval or non-objection of the FDIC, IDFPR, Federal Reserve Board or other Governmental Authority, the Company will appoint one individual (each a “Nominating Purchaser Nominee”) designated by each Nominating Purchaser (who may be affiliated with such Nominating Purchaser) and approved by the Company, which approval will not be unreasonably withheld, conditioned or delayed, to such number serve as (A) a member of the Board of Directors and the board of directors of each Bank Entity and (B) at the option of such Nominating Purchaser Nominee, a member of each of the respective committees of the Boards of Directors of the Company and each Bank Entity for which such Nominating Purchaser Nominee qualifies (each such committee, a “Board Committee”) (provided, that in the case of any such Board Committee, such Nominating Purchaser Nominee would not constitute more than 25% of the members of such Board Committee). A Nominating Purchaser Nominee may only be subject to removal from the Board Committees and replaced on such Board Committees by another nominee if the Nominating Purchaser that appointed such Nominating Purchaser Nominee elects, in its sole discretion, to remove and replace such Nominating Purchaser Nominee from the Board Committees for and of which such Nominating Purchaser Nominee qualifies and has elected to be a member, subject to approval of any replacement by the Company, which approval will not be unreasonably withheld, conditioned or delayed. (b) Each Nominating Purchaser Nominee shall be entitled to (a) directors and officers insurance coverage, (b) indemnification from the Company, (c) fees and (d) any other rights and benefits, in each case in amounts and scope of coverage comparable to those provided to other outside directors. (c) For so long as each Nominating Purchaser and its Affiliates maintain an Ownership Interests of at least 2.5%, the Board of Directors and the board of directors of each Bank Entity will nominate an individual designated by each Nominating Purchaser and approved by the Company and each Bank Entity, which approval will not be unreasonably withheld, conditioned or delayed, for election to the Board of Directors as is equal to 20% of and the total number board of directors on of each Bank Entity, and the Board of Directors (rounded up Company and each Bank Entity will do all other lawful things in their power to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language cause that person to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note elected to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the its respective Board of Directors. The Block Sale Transferee Upon such election, such Nominating Purchaser Nominee shall have be appointed to serve as a member of the right respective Board Committees for and of which such Nominating Purchaser Nominee qualifies and has elected to nominate one be a member, and the Company and each Bank Entity will do all other lawful things in their power to cause that person to be elected to each of the Board Committees to which such Nominating Purchaser Nominee has been appointed, including without limitation, increasing the number of members on each of the Board Committees to four or more members. If a Nominating Purchaser Nominee ceases to serve as a director for any reason, the Company and each Bank Entity shall cause the vacancy created thereby to be filled by an individual designated by the Nominating Purchaser that appointed such Nominating Purchaser Nominee as soon as reasonably practicable, subject to the Company’s and each Bank Entity’s reasonable approval of the qualifications of such designated individual and to any required regulatory approval or non-objection. If an individual designated by a Nominating Purchaser and nominated by the Company and each Bank Entity is not elected to the Board of Directors or the board of directors of any Bank Entity, the Company or such Bank Entity, as applicable, shall immediately increase the size of its Board of Directors, notwithstanding the limitation set forth in Section 3.01(d) hereof, and appoint to its Board of Directors an individual designated by the Nominating Purchaser that appointed such Nominating Purchaser Nominee, subject to the Company’s or such Bank Entity’s reasonable approval of the qualifications of such designated individual and to any required regulatory approval or non-objection (such individual to be different from the individual who was not elected by the stockholders of the Company or such Bank Entity). (d) For so long as the Block Sale Transferee Beneficially Owns each Nominating Purchaser and its Affiliates collectively maintain an Ownership Interest of at least 11,217,321 Equity Securities 2.5%, the Board of Directors and the board of directors of each Bank Entity shall not exceed nine persons. Notwithstanding the foregoing, the Board of Directors and the board of directors of each Bank Entity may exceed nine members (so long i) to the extent necessary to increase the size of such Board of Directors to enable the Company or such Bank Entity to comply with the last sentence of Section 3.01(c), or (ii) during the period that is three months following the Closing Date; provided that, during that period, the Company and such Bank Entity, as applicable, shall use their reasonable best efforts to cause the Block Sale Transferee’s reduction in the number of directors to not more than nine. (e) In the event a Nominating Purchaser and its Affiliates collectively fail to maintain an Ownership Percentage is Interest of at least equal 2.5%, such Nominating Purchaser agrees to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned cause its Nominating Purchaser Nominee to resign from the Board of Directors. 5.2 Each director nominee proposed by Directors and the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number board of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably each Bank Entity if requested by the Company relating and each Bank Entity, as applicable; provided that such Nominating Purchaser Nominee shall be entitled to its nominees to serve until the extent required under applicable law to be included in any proxy statement date of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each next annual meeting of the stockholders of the Company and each Bank Entity following such request. (f) In lieu of designating a nominee to election to the Board of Directors or the board of directors of any Bank Entity or if, at the Closing Date, the Company has not received any required approval or non-objection of the FDIC, IDFPR, Federal Reserve Board or other Governmental Authority with respect to the appointment of the a Nominating Purchaser Nominee to the Board of Directors of the Company, the Nominating Purchaser that appointed a Nominating Purchaser Nominee shall use all reasonable efforts be entitled to cause designate an advisory member to the election Board of Directors of the Company and each of the respective Board Committees of the Company for which such Nominating Purchaser Nominee qualifies (each, an “Advisory Member”) to be appointed by resolution of a majority of the Board of Directors and the board of directors of each director nominee Bank Entity. The Advisory Members shall be without voting power or power of final decision in matters concerning the business of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant Company and each Bank Entity. The Advisory Members shall not be counted to Section 5.1, or by any increase in determine the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number Company or a Bank Entity or the presence of a quorum for any action by the Board of Directors, and shall not be required to own qualifying shares. The Advisory Members shall be permitted to attend all meetings of the Board of Directors and the board of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancyof each Bank Entity, and the Company and each Bank Entity shall use provide the Advisory Members, at the same time and in the same manner as provided to the directors, notice of such meetings and copies of all reasonable efforts to cause minutes, consents and other materials, financial and otherwise, which the Company or each Bank Entity provides its directors. An Advisory Member shall serve until such vacancy to be filled with date that the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated Nominating Purchaser Nominee selected by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be Nominating Purchaser is appointed to the Board of Directors at and the next regularly scheduled meeting board of directors of each Bank Entity or until the Nominating Purchaser that designated such Advisory Member elects to have such Advisory Member become a full member of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts or the board nomination rightsof directors of any Bank Entity.

Board Representation. 5.1 16.1 The Block Sale Transferee shall have the right to nominate up to such number provisions of directors to the Board of Directors as is equal to 20% this Clause 16 are conditional upon completion of the total number Subscription taking place in accordance with the provisions of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) this Agreement. 16.2 For so long as the Block Sale Transferee 6 Note Investor and/or any CDB Group Members, when taken together, hold the lesser of such number of Barclays Ordinary Shares as equals the number of Subscription Shares or three per cent. of Barclays’ issued ordinary share capital, the Investor shall (by notice given by the Investor to form: bracketed language the company secretary of Barclays at the registered office of Barclays or by notice tabled at a meeting of the board of directors of Barclays from time to time) be entitled to require the appointment or reappointment of one non-executive director of Barclays (the “Investor Director”) or to require the removal of such Investor Director by Barclays as soon as reasonably practicable following receipt of such notice. Any appointment or reappointment of an Investor Director is subject to the person nominated by the Investor having experience and capability which is likely to be removed if Block Sale Transferee does not accept appropriate to membership of the board nomination rightsof directors of Barclays and having satisfied all regulatory requirements relating to such appointment. 7 Note Subject to form: bracketed language their fiduciary duties, the board of directors of Barclays shall recommend that the shareholders vote in favour of the election or re-election of the Investor Director at any general meeting at which the Investor Director stands for election or re-election pursuant to the articles of association of Barclays. 16.3 The Investor would normally expect to be removed if Block Sale Transferee does not accept supportive of the management of Barclays and the recommendations of the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% directors of the Total Equity Securities)Barclays, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have but reserves the right to nominate one director direct its votes in whatever manner it deems is in its own interest. If the Investor intends to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% vote against a recommendation of the Total Equity Securities), provided that all Liberty Directors have resigned from board of directors of Barclays then the Board of DirectorsInvestor will give advance notice to Barclays and engage in a dialogue on the relevant issues prior to exercising or publicising their voting intentions. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 16.4 In the event that a vacancy the Investor ceases to be entitled under Clause 16.2 to require the appointment or reappointment of the Investor Director (or to remove such Investor Director), the Investor shall procure, in so far as it is created at any time by legally able to do so, that the deathInvestor Director resigns forthwith without seeking compensation for loss of office and waiving all claims that the Investor Director may have against Barclays in connection therewith. If the Investor Director refuses to resign, disability, retirement, resignation or removal (with or without Cause) of any the Investor and Barclays shall use reasonable endeavours to ensure that the Investor Director nominated by the Block Sale Transferee is removed pursuant to Section 5.1, a special notice and ordinary resolution of the shareholders under section 303 of the Companies A▇▇ ▇▇▇▇ or by any increase other means permitted by Barclays’ articles of association, in each case as soon as reasonably practicable. 16.5 The Investor and Barclays acknowledge that where the number Investor Director receives information in his or her capacity as a director regarding a business opportunity that may be of directors constituting interest to the entire Board Barclays Group in his capacity as a director, he or she will not disclose that information for the purposes of any competing business interest. Subject thereto, the Investor Director may provide information relating to Barclays or the Barclays Group to the Investor or CDB subject to a duty of confidentiality and the Investor Director exercising appropriate discretion when providing such information and subject to such other limitations as are agreed between Barclays and the Investor in writing from time to time, save that in no circumstances will the Investor Director disclose to any person, including the Investor and CDB, any inside information (such as defined in section 118C of FSM Act) or any relevant information that is not generally available (within the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded upmeaning of section 118(4) of the total number of directors on the BoardFSM Act), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 At all times when the Stockholder's Voting Percentage is 10% or more: (a) The Block Sale Transferee Company and the Stockholder shall use their reasonable best efforts to cause at least three of the Directors to be considered “independent” under the rules of the SEC, the NYSE and any other or additional exchange on which the securities of the Company are listed, including for purposes of Rule 10A‑3 promulgated under the Exchange Act (or any successor rule thereto). (b) The Stockholder shall have the right to nominate up to such designate a number of directors individuals to be nominees for election to the Board of Directors as is (“Stockholder Designees”) equal to 20% of the Stockholder's Voting Percentage multiplied by the total number of directors on Directors that the Board Company would have if there were no vacancies, rounded to the nearest whole number (and in any event not less than one), and the Company and the Stockholder shall use their reasonable best efforts to cause such Stockholder Designees to be elected to the Board; provided that the number of Directors (rounded up who are Affiliated Directors shall not in any event exceed a number equal to the next whole number if Stockholder's Voting Percentage multiplied by the total number of directors on Directors that the Board of Directors Company would have if there were no vacancies, rounded to the nearest whole number greater than zero. If at any time the Stockholder's Voting Percentage is not an even multiple of 5) so long as less than 10%, the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage Stockholder shall promptly cause all of the Block Sale Transferee is at least equal Stockholder Designees then serving as Directors to 15% resign from the Board, and the contractual rights of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee Stockholder to designate one or more Stockholder Designees pursuant to this Article III shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directorsforever terminate. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. (c) The director nominees proposed by the Block Sale Transferee must be approved by the nominating Company shall cause any committee of the Board to include in its membership a number of Stockholder Designees then serving as Directors (equal to the Stockholder's Voting Percentage multiplied by the total number of members that such committee would have if there were no vacancies on such committee, rounded to the nearest whole number, except to the extent that such membership would violate the rules of the SEC, the NYSE and any other or additional exchange on which the securities of the Company are listed, or any other applicable securities Laws; provided, however, that no committee shall be comprised may consist solely of “independent directors” Affiliated Directors. If at any time the number of Stockholder Designees then serving as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude Directors or as members of any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board exceeds the number of Stockholder Designees the Stockholder is entitled to designate to the Board or any committee thereof pursuant to this Article III, the Stockholder shall cause the number of Stockholder Designees then serving as Directors or, if no or as members of such committee existsof the Board representing such excess to resign immediately as Directors or committee members, by as applicable. (d) Each Stockholder Designee shall not be prohibited or disqualified from serving as a committee Director pursuant to any rule or regulation of “independent directors” as defined the SEC, the NYSE or any other or additional exchange on which securities of the Company are listed or by applicable stock exchange listing rules (which termLaw. The Stockholder shall, for this purposeand shall cause the Stockholder Designees to, will exclude any directors nominated timely provide the Company with accurate and complete information relating to the Stockholder and the Stockholder Designees that may be required to be disclosed by the Block Sale Transferee))Company under the Securities Act or the Exchange Act, andincluding such information required to be furnished by the Company with respect to the Stockholder Designees in a proxy statement pursuant to Rule 14a‑101 promulgated under the Exchange Act, if and the nationality of such approval is not granted Stockholder Designee. In addition, at the Company's request, the Stockholder shall cause the Stockholder Designees to one complete and execute the Company's director and officer questionnaire prior to being elected to the Board or more standing for reelection at an annual meeting of stockholders or at such other time as may be reasonably requested by the Company. (e) With respect to each meeting of stockholders of the Block Sale Transferee’s proposed nomineesCompany at which Directors are to be elected, the Block Sale Transferee Company shall have provide the right Stockholder with notice of such meeting not less than 120 days prior to propose additional nominees until approval has been granted the date thereof, and the Stockholder shall provide the Company with written notice of the names (together with all other information requested by the Company pursuant to Section 3.1(d)) of the Stockholder Designees to be nominated for election at such meeting not more than 30 days following the delivery of such notice. If the Stockholder shall fail to timely provide the Company with the names of that number of nominees Stockholder Designees equal to the number of directors Stockholder Designees the Block Sale Transferee Stockholder is entitled to nominate designate pursuant to Section 5.1. 5.3 Subject this Article III, the Nominating Committee of the Board may select alternative nominees for such positions. If any Stockholder Designee is not qualified, available or eligible to stand for election, then the Stockholder may name an acceptable and available replacement Stockholder Designee and any such Stockholder Designee 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 approval Company within a reasonable period of time prior to the mailing of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders for such meeting, the . The Company shall cause each director nominee of the Block Sale Transferee that has received such approval Stockholder Designees to be included in the slate of nominees Directors approved and recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual such meeting of the stockholders of the Company and shall use all its reasonable best efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvalStockholder Designee, including soliciting proxies in favor of the election of such personsStockholder Designees at such meeting. 5.4 (f) In the event that a vacancy the size of the Board is created increased at any time by and as a result of such increase, the deathStockholder shall be entitled to designate one or more additional Stockholder Designees based upon the increased size of the Board and its then Voting Percentage pursuant to this Section 3.1, disability(i) the Stockholder shall be entitled promptly to designate such Stockholder Designees, and (ii) the Company shall cause the prompt appointment or election of such Stockholder Designee(s) as Director(s). (g) Upon the resignation, retirement, resignation death or other removal (with or without Causecause) from office of any Stockholder Designee serving as a Director nominated by at a time when the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have Stockholder has the right under this Section 3.1 to designate a replacement or additional Director Stockholder Designee, (i) the Stockholder shall be entitled promptly to fill such vacancy, designate a replacement Stockholder Designee and (ii) the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) prompt appointment or election of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightssuch replacement Stockholder Designee as a Director.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Upon the right to nominate up to such number execution and delivery of directors to this Agreement, the Board of Directors as is equal to 20% of the total number Company (the "Board") shall consist of directors on five members in accordance with the Board of Directors following: (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 51) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee One member of the Board (including any vacancies with respect thereto) (the "Common Stock Director"), shall initially be nominated and elected by the holders of Directors a majority of the Common Stock voting as a separate class (which committee the "Majority Common Stockholders") and shall be comprised solely the Chief Executive Officer of “independent directors” as defined by applicable stock exchange listing rules the Company. The Common Stock Director shall initially be ▇▇▇▇▇ ▇▇▇▇▇. (which term, for this purpose, 2) One member of the Board (including any vacancy with respect thereto) (the "Series B Preferred Director") will exclude any directors be nominated and elected by the Block Sale Transfereeholders of a majority of the Series B Convertible Preferred Stock voting as a separate class (the "Majority Series B Preferred Stockholders"). The Series B Preferred Director shall initially be ▇▇▇▇ ▇▇▇▇. (3) One member of the Board (including any vacancy with respect thereto) (the "Series C Preferred Director") will be nominated and elected by the holders of a majority of the Series C Convertible Preferred Stock voting as a separate class (the "Majority Series C Preferred Stockholders"). The Series C Preferred Director shall initially be a representative of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ("Qualcomm"). (4) One member of the Board (including any vacancy with respect thereto) (the "Series D Preferred Director") will be nominated and elected by the holders of a majority of the Series D Convertible Preferred Stock voting as a separate class (the "Majority Series D Preferred Stockholders"). The Series D Preferred Director shall initially be ▇▇▇▇ ▇▇▇▇▇▇, a representative of Benchmark Capital Partners ("Benchmark"). (5) One member of the Board (including any vacancies with respect thereto) (the "Outside Director") will be elected by the holders of a majority of the Common Stock and Convertible Preferred Stock, voting as a single class and shall be a person who is not affiliated with the Company or any Holder and shall be acceptable to a majority of the Company's other directors. The Outside Director shall initially be the nominee of a majority of the Company's other directors specified above. (b) All directors shall be elected at a meeting of stockholders (or by an equivalent committee written consent in lieu of such meeting) and shall serve until the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of next succeeding such director's election and until such director's successor is elected and qualified, or as otherwise provided in the Company and shall use all reasonable efforts to cause the election of each Company's bylaws. Any director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time nominated by the deathholders of a particular series of Convertible Preferred Stock may be removed during such director's term of office, disability, retirement, resignation or removal (either with or without Cause) cause, by and only by the affirmative vote of holders of a majority of the outstanding shares of such series of Convertible Preferred Stock entitled to nominate such director given at a special meeting of stockholders duly called or by an action or written consent for that purpose. Any vacancy existing or created in the offices of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of such directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to may only be filled with the replacement or additional Director so designatedas provided in this Section 1. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have Arch hereby covenants that: (a) on or prior to the right Effective Date, Arch will cause a vacancy to nominate up to such be created on its Board of Directors (by increasing the number of directors members of such Board or otherwise) and effective no later than the Effective Date will cause one person designated by the Standby Purchaser (the "Designee"), which person shall be reasonably acceptable to the Board of Directors as is equal of Arch and shall not be a director or employee of any entity that competes with Arch in the paging industry (excluding for this purpose the Personal Communications Services business), to 20% be elected or appointed to such Board with an initial term expiring at Arch's Annual Meeting of Stockholders to be held in the total number of directors on the Board of Directors year 1999; (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5b) so long as the Block Sale Transferee 6 Note Standby Purchaser beneficially owns (as a result of its discretionary control of accounts, management discretion over investment funds or otherwise, directly or through its affiliates) capital stock of Arch representing at least (x) with respect to form: bracketed language Arch's Annual Meeting of Stockholders to be removed if Block Sale Transferee does not accept held in the board nomination rights. 7 Note year 2002 and meetings of Arch's stockholders held prior thereto, 5.0% and (y) with respect to form: bracketed language to be removed if Block Sale Transferee does not accept meetings of Arch's stockholders held thereafter 10.0%, of the board nomination rights. Beneficially Owns outstanding voting power, Arch will (i) nominate and recommend the Designee (or another person designated by the Standby Purchaser as the Designee's successor) for election at least 16,825,982 Equity Securities any meeting of Arch's stockholders at which the term of the Designee or any successor thereto would otherwise expire and (ii) fill any vacancy on Arch's Board of Directors created by the death, resignation or removal of the Designee or any successor thereto with another person designated by the Standby Purchaser as the Designee's successor; and (c) so long as the Ownership Percentage Designee or any successor thereto remains on Arch's Board of Directors, Arch will permit one additional person designated by the Block Sale Transferee is at least equal Standby Purchaser (the "Observer") to 15% attend all meetings of such Board as an observer and to receive copies of all documents and other materials made available to the Total Equity Securities), provided members of such Board. The Standby Purchaser hereby acknowledges that all Liberty Directors have resigned from the Designee and the Observer will be required to execute and deliver to Arch confidentiality agreements in the form executed by the existing members of Arch's Board of Directors. The Block Sale Transferee commitment of the Standby Purchaser hereunder is subject to the additional condition that Arch shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities performed its covenant set forth in clause (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded upa) of the total number first sentence of directors on the Board), the Block Sale Transferee shall, subject to this Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated16. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee Immediately following the Effective Date, Seller shall have the right to nominate up to take such number of directors to the Board of Directors corporate or other actions as is equal to 20% of the total number of directors on the may be necessary so that Seller's Board of Directors (rounded up to the next whole number if "Board") shall consist of five members. Buyer, upon the total number of directors on the Board of Directors is not an even multiple of 5) Effective Date, and for so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns Buyer (or its successor in interest) shall own at least 16,825,982 Equity Securities (19.9% of the outstanding Common Stock, shall be entitled to designate at least one -fifth of the Board. For so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15Buyer owns more than 20% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nomineesoutstanding Common Stock, the Block Sale Transferee Buyer (or its successor in interest) shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is be entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval designate at least two-fifths of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company . Seller shall use its best efforts to cause any person(s) designated by Buyer to serve on the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) Board to be appointed elected to the Board Board. Except for any removal for "cause" as defined under applicable law, any director designated by Buyer may be removed or replaced only with the prior written consent of Directors at the next regularly scheduled meeting Buyer. Any director designated by Buyer who shall either resign, die or become unable or unwilling to serve shall be replaced with a candidate designated by Buyer. Seller shall call, and use its best efforts to hold, regular meetings of the Board not less often than quarterly; provided, however, that Buyer shall have the right to call meetings of Directors immediately following the Effective Date.]8 8 Note Board and management of Seller, on no less than five business days' notice, once each fiscal quarter. Seller shall pay all reasonable travel expenses and other out-of-pocket disbursements of directors incurred by such directors in connection with their attendance at such meetings. Seller's By-laws shall be amended to form: provide that each director designated by Buyer shall be a member of all committees of the Board established and maintained from time to be included if Block Sale Transferee accepts time. Seller agrees to indemnify its directors to the board nomination rightsfull extent of the law and to obtain and maintain in full force and effect directors' and officers' liability insurance coverage covering the directors (including the director(s) designated by Buyer) in an amount not less than $1,000,000.

Board Representation. 5.1 The Block Sale Transferee (a) Following the Closing, the Purchaser shall have the right be entitled to nominate up to such number of directors designate ▇▇▇▇▇ ▇▇▇▇▇▇, III to the Board of Directors as is equal to 20% of the total number Company (the “Board”) for appointment to the Board (such designee, the “Purchaser Director”). Upon such designation, the Nominating and Corporate Governance Committee (the “NCGC”) shall recommend the appointment of directors the Purchaser Director and the Board shall appoint the Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as are necessary to increase the size of Directors (rounded up the Board by one director). Thereafter, neither the NCGC nor the Board shall withhold its recommendation for the re-election of the Purchaser Director to the next whole number if Board. Following the total number expiration of directors on the Purchaser Director’s initial term, until the Purchaser Rights Termination Event, the Company will be required to (i) include the Purchaser Director 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 Purchaser Director to the Board at the Company’s annual meeting, and (ii) use commercially reasonable efforts to have the Purchaser Director elected as a director of Directors is not an even multiple the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of 5its other nominees to the Board. (b) so long The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the Block Sale Transferee 6 Note other members of the Board, and the Purchaser Director shall be entitled to form: bracketed language reimbursement for expenses incurred to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long same extent as the Ownership Percentage other members of the Block Sale Transferee is at least equal to 15% Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Total Equity Securities)Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided that to all Liberty Directors other members of the Board concurrently as such materials are provided to the other members. (c) Following the Purchaser Rights Termination Event, the Purchaser will have no further rights under this Section 6.1(c) and, at the written request of the Board, the irrevocable resignation letter described in Section 6.1(e)(iv) shall become operative and the Purchaser Director shall be deemed to have resigned from the Board Board. (d) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of Directorsthe Board. The Block Sale Transferee shall have the right to nominate one director to Purchaser agrees that the Board of Directors so long as may recuse the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% Purchaser Director by majority vote of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee members of the Board (but excluding such Purchaser Director) from the portion of Directors any Board meeting at which the Board or is evaluating or taking action with respect to (which committee shall be comprised solely i) the exercise of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Company’s rights or enforcement of any of the obligations under this Agreement, the Commercial Agreement, the Certificate of Designations or the Warrants or (ii) any transaction proposed by, or with, the Purchaser or its Controlled Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of Directors or, if no such committee exists, by that recusal. (e) As a committee condition to the appointment of “independent directors” the Purchaser Director or nomination for election as defined by applicable stock exchange listing rules (which term, for a director of the Company pursuant to this purpose, will exclude any directors nominated by the Block Sale Transferee)Section 6.1(e), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee Purchaser Director shall have the right to propose additional nominees until approval has been granted to that number of nominees equal provide to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1.Company: 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be providedi) the Company with all information reasonably requested by the Company relating to its nominees to the extent that is required under applicable law to be included or is customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in any a proxy statement or other filings in accordance with Requirements of the Company and in Law or any other solicitation materials to be delivered to stockholders of stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with a stockholders meetingassessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by the Company Purchaser Director, to the extent the same is made by the other members of the Board: (1) to be subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board as set forth in this Agreement. (f) Purchaser agrees that it shall, and it shall cause each director nominee and direct its Controlled Affiliates to, vote (including, if applicable, by delivering one or more proxies or through the execution of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the one or more written consents if stockholders of the Company and shall use all reasonable efforts are requested to cause vote through the election execution of each director nominee an action by written consent in lieu of any annual or special meeting of stockholders of the Block Sale Transferee that has received such approvalCompany) any voting Equity Securities owned by them or over which they have voting control to be present for quorum purposes, including soliciting proxies in favor of all those persons nominated to serve as directors of the election of such persons. 5.4 In the event that a vacancy is created at any time Company by the death, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting NCGC of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsand against any nominee not so nominated.

Board Representation. 5.1 The Block Sale Transferee Each Stockholder hereby agrees to cast all votes to which such Stockholder is entitled in respect of any Voting Shares now or hereafter owned by such Stockholder, whether at any annual or special meeting of stockholders, by written consent or otherwise, and otherwise to take all other reasonably necessary or desirable actions with such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director, officer or otherwise), and the Company shall take all reasonably necessary and desirable actions within its control (including, without limitation, calling directors’ and shareholders’ meetings), so that: (a) the number of directors constituting the Board shall be not less than three (3); (b) Ecolab shall be entitled at any time to designate and have elected to the right Board any one individual (the “Ecolab Company Director”). At any time when the Board shall consist of more than ten directors, Ecolab shall be entitled to nominate up designate and have elected to the Board such number of directors to the Board of Ecolab Directors as is equal to 20% constitutes not less than one-tenth of the total number of directors on the Board of Directors (rounded up to the next highest whole number if number); (c) Ecolab shall be entitled at any time to designate and have elected to the total number board of directors on the Board or equivalent (each a “Sub Board”) of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage each of the Block Sale Transferee is Company’s Subsidiaries any one individual (each an “Ecolab Sub Director” and the Ecolab Company Director(s) and the Ecolab Sub Directors being, collectively, the “Ecolab Directors”); (d) in the event that any Subsidiary forms, whether as a result of applicable requirements of Law or otherwise, a supervisory board, Ecolab shall be entitled at least equal any time to 15% of designate and have elected to such supervisory board any one individual (each an “Ecolab Supervisory Board Member”); and (e) the Total Equity Securities), provided that all Liberty Directors have resigned removal from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the or any Sub Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities any Ecolab Director or from any Subsidiary’s supervisory board of an Ecolab Supervisory Board Member (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee in each case with or without cause) shall be comprised solely at the written request of “independent directors” as defined by applicable stock exchange listing rules (which termEcolab, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if but only upon such written request and under no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee other circumstances. Ecolab shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is be entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the death, disability, retirement, resignation to remove any Ecolab Director or removal (with or without Cause) of Ecolab Supervisory Board Member for any Director nominated by the Block Sale Transferee pursuant reason whatsoever and to Section 5.1, or by any increase appoint another individual in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedhis place. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee If, and only if, a financing that is in the form of equity securities of Refocus Group is completed by Verus International, or designees or agents introduced to Refocus Group by Verus International, on or prior to December 31, 2004, and such financing results in gross proceeds to Refocus Group in an aggregate amount of at least $2,000,000, excluding the outstanding principal balance and interest due under the notes issued pursuant to the Loan Agreement on the date of consummation of such financing, then Verus International shall have be entitled to designate one nominee to be elected or appointed to the right to nominate up to such number board of directors of Refocus Group; provided, however, such nominee shall be reasonably acceptable to the majority of the members of the board of directors of Refocus Group (as to whom, Andrew P. Merkatz is deemed to be acceptable). Upon such designatio▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall take, or cause to be taken, all action within its power to cause such nominee to be elected or appointed to the board of directors of Refocus Group, including recommending to stockholders of Refocus Group that they vote for the election of such nominee to the board of directors of Refocus Group. Notwithstanding anything in this Agreement to the contrary, in no event shall a nominee designated by Verus International, if such designation is allowed under the terms of this Agreement, be entitled to serve as a director of Refocus Group after December 31, 2006. Verus International hereby agrees that, as a condition to the nomination of any person designated by Verus International under this paragraph 2, Verus International shall cause such nominee to execute an acknowledgment and resignation letter pursuant to which the nominee acknowledges the terms of this paragraph and tenders his resignation from the Board of Directors as is equal effective December 31, 2006. Refocus Group shall, to 20% the fullest extent permitted under applicable law, indemnify and hold harmless, all of the total number directors of directors on Refocus Group, including the Board of Directors nominee designated by Verus International, against any costs or expenses (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securitiesincluding reasonable attorneys' fees), provided that all Liberty Directors have resigned from the Board judgments, fines, losses, claims, damages and liabilities incurred in connection with, and in amounts paid in settlement of, any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and wherever asserted, brought or filed, arising out of Directors. The Block Sale Transferee shall have the right or pertaining to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities)any acts or omissions, provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed or alleged acts or omissions, by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee directors of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1Refocus Group in their respective capacities. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have (a) From and after the right to nominate up to such number Closing until the second anniversary of directors the Closing, the pre-Closing shareholders of the Company will be entitled to the benefit of the continued representation on the Company Board of Directors as is equal to 20% two of the total number existing directors (the “Company Nominees”). In the event of directors on the Board resignation, termination or death of Directors any Company Nominee (rounded up a “Retiring Nominee”), the remaining Company Nominee shall be entitled to name a replacement (“Replacement Nominee”) to the next whole number if Retiring Nominee by written notice to the total number of directors on Company signed by the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rightsremaining Company Nominee. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage Upon appointment of the Block Sale Transferee is at least equal Replacement Nominee to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Company’s Board of Directors. The Block Sale Transferee , the Replacement Nominee shall have be considered within the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% meaning of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must term Company Nominee as such term is used in this Section 4.11. At least one Company Nominee shall qualify as an independent director under American Stock Exchange Rule 121A(2) or any successor rule and meet the criteria for independence as set forth in Rule 10A-3(b)(1) under the Exchange Act or any successor rule (“independent director” as defined by applicable stock exchange listing rulesIndependence Requirements”). The director nominees proposed by the Block Sale Transferee must At least one Company Nominee shall be approved by the nominating entitled to serve on each committee of the Board of Directors of the Company, provided, in the case of the audit committee, such Company Nominee satisfies the Independence Requirements. (which committee b) At the Closing the authorized number of members of the Company Board shall be comprised solely no more than eight (8) and Elixir will be entitled to appoint to the Company Board no less than three (3) directors (as such number may be adjusted after the Closing, the “Elixir Nominees”) as of the Closing Date. At least one of the Elixir Nominees shall satisfy the Independence Requirements. From and after the Closing Date Elixir will at all times be entitled to appoint to the Company Board a number of additional directors (who shall also be “Elixir Nominees”) equal to the Pro Rata Share. The Company and the Company Board will use their best efforts to (i) cause any additional Elixir Nominees to be elected to the Company Board and (ii) ensure that the quotient of (x) the Elixir Nominees and (y) the authorized number of members of the Company Board, is at all times equal to the Pro Rata Share, including, without limitation: promptly calling a special meeting of the shareholders of the Company at the request of Elixir and recommending to the shareholders of the Company that they vote for the election of any additional Elixir Nominees to the Company Board. In the event of the resignation, termination or death of any Elixir Nominee (a “Retiring Elixir Nominee”), Elixir shall be entitled to name a replacement (“Replacement Elixir Nominee”) to the Retiring Elixir Nominee by written notice to the Company. Upon appointment of the Replacement Elixir Nominee to the Company Board, the Replacement Elixir Nominee shall be considered within the meaning of the term Elixir Nominee as such term is used in this Section 4.11. At least one Elixir Nominee shall be entitled to serve on each committee of the Company Board, provided, in the case of the audit committee, such Elixir Nominee satisfies the Independence Requirements. (c) While serving on the Company Board, each Company Nominee who is not a member of management of the Company shall receive compensation (both cash and equity) and other benefits provided to the independent directors” as defined by applicable stock exchange listing rules (which termmembers of the Company Board generally. Notwithstanding the foregoing, the Company shall maintain in effect, for this purpose, will exclude any the benefit of the Company Nominees with respect to their acts and omissions as directors nominated and officers of the Company either (i) the existing policies (primary and excess) of directors’ and officers’ liability insurance maintained by the Block Sale Transferee)Company as of the date of this Agreement and listed on Schedule 4.11(c) (“Existing D&O Policies”); provided, however that the Company may substitute for the Existing D&O Policies a policy or by an equivalent policies of comparable coverage. (d) From and after the Closing, the Company Board shall create and maintain a committee of the Company Board (“Conflicts Committee”) made up exclusively of at least three (3) members of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company who satisfy the Independence Requirements and who are not then, and during two years prior to their appointment or election have not been, an officer, director, employee of or consultant or advisor to Elixir and or any Affiliate of Elixir. Elixir may appoint at least one representative to the Conflicts Committee if that person satisfies the foregoing criteria. The Conflicts Committee shall operate under a charter in any other solicitation materials to be delivered to stockholders the form of the Company in connection with Conflicts Committee Charter attached hereto as Exhibit C. The Conflicts Committee Charter shall not be amended or modified unless (i) such amendment or modification has been approved and recommended by a stockholders meeting, majority of the members of the Conflicts Committee and (ii) at least five (5) Business Days preceding the effective date of such amendment or modification the Company shall cause each director nominee has filed with the Commission a current report on Form 8-K that accurately and fully discloses the proposed amendment or modification and the basis for the Conflicts Committee’s recommendation. (e) The Company, Elixir (in its capacity as stockholder of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to Board will do and will cause such vacancy to be filled with done all things necessary or desirable (including amending the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) organizational documents of the Governance AgreementCompany) as expeditiously as possible to be appointed give effect to this Section 4.11. Elixir agrees, on behalf of itself and its assignees, to vote all voting shares of the Company owned by Elixir or under its control for purposes of approving the election to the Company Board of Directors at the next regularly scheduled meeting each of the Board Company Nominees, the Replacement Nominee and eligible members of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts Conflicts Committee, as the board nomination rightscase may be.

Board Representation. 5.1 The Block Sale Transferee In the event that at the Closing Parent issues shares of Parent Common Stock representing at least 10% of the then outstanding shares of Parent Common Stock, then Parent shall have take all necessary and appropriate actions to cause an individual designated by the right Company Stockholders prior to nominate up to such number of directors the Closing, which individual shall be affiliated with a Company Stockholder and reasonably acceptable to the Board of Directors as is equal to 20% of Parent (the total number of directors on the “Company Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language Designee”), to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at of Parent immediately following the next regularly scheduled meeting of Closing and shall take all necessary and appropriate actions to cause the Company Board Designee to be nominated to the Board of Directors immediately following of Parent at the Effective Date.]8 8 Note next annual meeting of Parent’s stockholders convened to form: elect directors of the class in which the Company Board Designee then serves; provided, however, that Parent’s obligation to take such actions shall automatically expire at such time as the Company Stockholder affiliated with the Company Board Designee ceases to beneficially own at least eighty percent (80%) of the Parent Common Stock received by such Company Stockholder in the Merger and the transactions contemplated by this Merger Agreement. The Company Stockholders have agreed that Liberty Media shall designate an individual to serve as the Company Board Designee. In the event that the Company Board Designee becomes unwilling or unable to serve on the Board of Directors of Parent, Parent shall take all necessary and appropriate actions to cause a replacement designated by the Company Stockholder affiliated with such Company Board Designee and reasonably acceptable to the Board of Directors of Parent to be included if Block Sale Transferee accepts promptly nominated and appointed to the board nomination rightsBoard of Directors of Parent. In the event that, following appointment of the Company Board Designee to the Board of Directors of Parent, the Company Stockholder affiliated with the Company Board Designee (or any replacement thereof) ceases to beneficially own at least eighty percent (80%) of the Parent Common Stock received by such Company Stockholder in the Merger, the Company Board Designee (or any replacement thereof) shall immediately offer to resign from the Board of Directors of Parent.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Not later than fifteen (15) days after the right Closing Date, the Trust shall: (i) take all necessary action, if any, to nominate up to such increase the number of directors trustees of the Trust by two, and (ii), subject to the Board Nevada Gaming Approvals, nominate and support for election to the board of Directors as is equal to 20% trustees of the total number of directors on the Board of Directors Trust Gary ▇. ▇▇▇▇▇▇▇ ▇▇▇ Roge▇ ▇. ▇▇▇▇▇. (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5b) For so long as PRISA II shall maintain the Block Sale Transferee 6 Note to form: bracketed language Minimum Share Ownership, PRISA II shall continue to be removed if Block Sale Transferee does not accept entitled to designate, subject to the Nevada Gaming Approvals, one representative to be nominated for election to the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept of trustees of the Trust, and the Trust shall cause the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of trustees of the Block Sale Transferee is at least equal Trust to 15% so nominate such designee, and to support such nomination along with the other nominees of management and the board of directors, for election to the board of trustees of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns Trust at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (annual or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual special meeting of the stockholders shareholders of the Company and shall use all reasonable efforts to cause Trust called for the election purpose of each director nominee electing trustees. Roge▇ ▇▇▇▇▇ ▇▇ the individual so designated by PRISA II as of the Block Sale Transferee that has received such approval, including soliciting proxies in favor date of this Agreement. If the representative designated by PRISA II shall be elected to the board of trustees of the Trust, such right of PRISA II shall be suspended until such representative is up for re-election of such persons. 5.4 In or the event that a vacancy is created at any time by seat occupied thereby otherwise becomes vacant. Upon the death, disability, retirement, resignation or removal (with or without Causecause) or resignation of any Director nominated such trustee designated by the Block Sale Transferee pursuant to Section 5.1PRISA II, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, PRISA II shall have the right to designate a replacement or additional Director for such individual to fill such capacity and serve as a trustee of the Trust for the remainder of the departing trustee's term, and the trustees of the Trust shall appoint such replacement individual to the board of trustees of the Trust to fill such vacancy. If PRISA II shall at any time fail to maintain the Minimum Share Ownership, then the rights granted to PRISA II by this Section 18.01 shall immediately terminate and the Company party designated by PRISA II, if then a Trustee of the Trust, shall use all reasonable efforts to cause promptly resign such vacancy to be filled with the replacement or additional Director so designatedtrusteeship. 5.5 (c) The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof election and Section 5.02(f) removal of trustees of the Governance Agreement) to be appointed Trust shall at all times remain subject to the Board of Directors at the next regularly scheduled meeting terms and conditions of the Board Trust's Constituent Documents. The provisions of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsthis Section 18.01 shall survive Closing.

Board Representation. 5.1 The Block Sale Transferee shall have (a) From the right to nominate up to Closing Date and until the date Sponsor, in the aggregate, beneficially owns (as such number of directors to term is defined in Rule 13d-3 under the Board of Directors as is equal to 20Exchange Act) (“Beneficially Owns”) less than (i) 50% of the total number outstanding shares of New BAC Common Stock that are Beneficially Owned by Sponsor as of immediately following the Closing (the “Sponsor First Sunset Date”), the individuals nominated for election or appointed as directors on by or at the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage direction of the Block Sale Transferee is at least equal to 15% of the Total Equity SecuritiesBAC Board shall include two (2) directors designated by Sponsor (each, a “Sponsor Designee”), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities and (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to ii) 5% of the Total Equity Securitiesoutstanding shares of New BAC Common Stock (the “Sponsor Second Sunset Date” and, together with the Sponsor First Sunset Date, the “Sponsor Sunset Dates”), provided the individuals nominated for election or appointed as directors by or at the direction of the BAC Board shall be one (1) Sponsor Designee only; provided, that all Liberty Directors have resigned from the Board occurrence of Directorsany Sponsor Sunset Date shall not shorten the term of any Sponsor Designee then serving on the BAC Board. 5.2 Each director nominee proposed by (b) Prior to the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee occurrence of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which termSponsor Second Sunset Date, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee size of the BAC Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by shall not be increased or decreased without the Block Sale Transferee)), and, if such approval is not granted to one or more affirmative vote of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1Sponsor Designees. 5.3 Subject to (c) From the approval date of this Agreement until the Block Sale Transferee’s nominees as described in Section 5.2 and provided that Sponsor Second Sunset Date, BAC shall include the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included Sponsor Designees in the slate of nominees recommended by the BAC Board of Directors to the Company’s stockholders for election as directors at each applicable annual or special meeting of the stockholders of BAC, including at every adjournment or postponement thereof, at which directors are to be elected. (d) The Sponsor Designees may resign at any time upon written notice to the Company BAC Board. (e) Sponsor shall have the exclusive right to designate the directors for election to the BAC Board to fill any vacancies created by reason of the death, removal or resignation of a Sponsor Designee, and BAC shall use take all reasonable efforts reasonably necessary action to cause any such vacancies to be filled by a replacement Sponsor Designee as promptly as reasonably practicable. (f) BAC agrees not to take, directly or indirectly, any actions (including removing directors in a manner inconsistent with this Agreement) that would knowingly frustrate, obstruct or otherwise affect the election provisions of each director nominee this Section 6 and the intention of the Block Sale Transferee parties hereto with respect to the composition of the BAC Board as herein stated. BAC shall recommend that has received such approval, including soliciting proxies the BAC stockholders vote in favor of the election of such personseach Sponsor Designee. 5.4 In (g) BAC shall (i) purchase and maintain in effect at all times directors’ liability insurance in an amount and pursuant to terms determined by the event that BAC Board to be reasonable and customary, (ii) for so long as any Sponsor Designee nominated pursuant to this Agreement serves as a vacancy is created director on the BAC Board, maintain such coverage with respect to such Sponsor Designee, and (iii) cause the organizational documents of BAC to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of BAC to the fullest extent permitted under applicable Law. (h) BAC shall pay all reasonable out-of-pocket expenses incurred by the Sponsor Designees in connection with the performance of his or her duties as a director and in connection with his or her attendance at any time by the death, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note BAC Board. BAC shall enter into customary indemnification agreements with each Sponsor Designee from time to form: to be included if Block Sale Transferee accepts the board nomination rightstime.

Board Representation. 5.1 The Block Sale Transferee (a) At any time from and after the Effective Time, at the written request of the Subject Sellers, Boron shall have cause one (1) representative designated by the right Subject Sellers to nominate up to such number of directors be elected or appointed to the Board of Directors of Boron, which representative shall (i) be reasonably acceptable to the Board of Directors of Boron, (ii) not be a person who is an officer or employee of Holdings or any of its Subsidiaries as is equal to 20% of the total number date hereof, (iii) satisfy all director qualifications reasonably required by ▇▇▇▇▇ and shall agree to comply with all policies of directors ▇▇▇▇▇ (including as to ethics, confidentiality and trading) in each case in effect from time to time that apply to all nominees for the Board of Directors of Boron and (iv) be eligible to serve on the Board of Directors (rounded up to of Boron under the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities)Depository Institution Management Interlocks Act, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors12 U.S.C. 3201 et seq. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts federal banking agencies’ implementing regulations thereunder, including the Federal Reserve Board’s Regulation L, 12 C.F.R. Part 212, in each case as they may be amended from time to cause time (a “Qualified Nominee”, and any such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) Qualified Nominee to be appointed to the Board of Directors of Boron, a “Board Representative”). Any Board Representative elected or appointed to the Board of Directors of Boron shall, at the next regularly scheduled Subject Sellers’ election, also be appointed to Boron Bank’s Board of Directors at the time of his or her appointment or election to the Board of Directors of Boron. Boron Bank shall take all action necessary to facilitate any such appointment to Boron Bank’s Board of Directors. (b) From and after the election or appointment of a Board Representative pursuant to Section 4(a), (i) at each meeting of the shareholders of Boron at which directors of Boron are to be elected (including any annual meeting of shareholders) and at which the term of such Board Representative shall expire, the Board of Directors of Boron shall nominate and recommend for election one (1) Qualified Nominee designated by the Subject Sellers to serve as a Board Representative and Boron shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board of Directors of Boron and shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Subject Seller to be appointed to the Board of Directors of Boron at the Effective Time pursuant to the prior paragraph and that the Subject Sellers’ right to designate a Qualified Nominee to serve on the Board of Directors of Boron at any given time shall be limited to one (1) person), provided that such efforts will not require Boron to postpone its annual meeting of shareholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board of Directors of Boron, including that Boron shall not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director; provided, further, that, if at any time after his appointment to the Board of Directors of Boron, the Board Representative ceases to be a Qualified Nominee, such representative shall not continue to serve as the Board Representative; and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Subject Sellers, the Board of Directors of Boron shall appoint as a director to fill the vacancy so created a Qualified Nominee designated by the Subject Sellers to fill such vacancy. (c) Each Board Representative shall be entitled to the same compensation and same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors immediately following of Boron, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Effective Date.]8 8 Note Board of Directors of Boron or any committees thereof, to form: the same extent as the other members of the Board of Directors of Boron. Boron shall notify each Board Representative of all regular and special meetings of the Board of Directors of Boron and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of Boron of which such Board Representative is a member. Boron shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors of Boron concurrently as such materials are provided to the other members. (d) Boron’s obligations under this Section 4 shall terminate and be included if Block Sale Transferee accepts of no further force or effect on the board nomination rightsearlier of (i) such time as the Subject Sellers (and any Permitted Transferees) collectively beneficially own less than five percent (5%) of the outstanding shares of Boron Common Stock and Boron Non-Voting Common Stock (as reported in the most recent Boron Report publicly filed under the Exchange Act), excluding the dilutive effect of any primary issuances of Boron Common Stock or Boron Non-Voting Common Stock (or any other securities convertible into or exchangeable for Boron Common Stock or and Boron Non-Voting Common Stock) by Boron, and (ii) the breach, in any material respect, by the Subject Sellers of any of its obligations in this Agreement.

Board Representation. 5.1 The Block Sale Transferee (a) At the Closing, the Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of the Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (i) the Investor Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate up to such number of directors for election to the Board of two Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) for so long as the Block Sale Transferee 6 Note Investor Shareholder Group collectively owns of record a number of shares of Common Stock equal to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 1510% of the Total Equity Securitiesthen outstanding Common Stock (the "INVESTOR DIRECTORS"), provided that all Liberty Directors have resigned from (ii) the Board Existing Shareholders, acting as a group (by majority vote based on number of Directors. The Block Sale Transferee shares of Common Stock held), shall have the right to nominate one director for election to the Board of two Directors to the Board for so long as the Block Sale Transferee Beneficially Owns Existing Shareholder Group collectively owns of record a number OF shares of Common Stock equal to at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 510% of the Total Equity Securities)then outstanding Common Stock (the "EXISTING SHAREHOLDER DIRECTORS") and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, provided in the event that all Liberty Directors have resigned from the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee directors above seven, such additional directors shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors Independent Directors and shall be jointly nominated by the Block Sale Transferee)Investor Directors and the Existing Shareholder Directors. Any nomination for the replacement of (x) (a Investor Director prior to the expiration of his or her respective term shall be made by an equivalent committee of the Board of Directors remaining Investor Director or, if no such committee existsInvestor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to serve through the earlier to occur of their resignation or the expiration of their respective current terms and; provided, further that to the extent that the Board or any member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company and its shareholders to nominate any Investor Director or Existing Shareholder Director to the Board or any Committee thereof, the Board, or any member thereof, may refuse to make such nomination and such refusal shall not be deemed a committee breach of “independent directors” this Agreement. (b) Subject to Section 2.1(a), the Company, the Investor Shareholders and the Existing Shareholders at all times shall take such action as defined by may be reasonably required under applicable stock exchange listing rules law to cause the Investor Shareholders' designee(s) and the Existing Shareholders' designee(s) to be elected to the Board. Furthermore, the Company hereby agrees, subject to SECTION 2.1(A), to (i) include each of the Director designees of the Investor Shareholders and the Existing Shareholders (which term, are up for this purpose, will exclude any directors nominated election in accordance with the Bylaws of the Company) on each slate of nominees for election to the Board proposed by the Block Sale Transferee)Company and/or the Board (or any Committee thereof), and, if such approval is not granted to one or more (ii) recommend the election of the Block Sale Transferee’s proposed nomineesDirector designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to the shareholders of the Company, and (iii) without limiting the Block Sale Transferee foregoing, to otherwise use commercially reasonable efforts to cause the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to be elected to the Board. (c) During the Term of this Agreement, one of the two Investor Directors shall be appointed as a member of the Compensation Committee of the Board and one of the Investor Directors shall have the right to propose additional nominees until attend all Audit Committee meetings; PROVIDED, HOWEVER, that in the event that the Company is listed on The Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading), then each Investor Director shall be qualified under the rules and regulations of the SEC and the Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading) and the Company's guidelines (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time to serve as a member of the Compensation Committee. (d) During the Term of this Agreement, none of the following actions shall take place without the consent of at least one of the Investor Directors: (i) the issuance, redemption or purchase of equity or debt of the Company (including the issuance of warrants and/or the expansion of the Company's current stock option plan), excluding (x) issuances of equity or debt securities and the incurrence of debt in connection with Permitted Acquisitions (defined below), (y) the incurrence of debt in connection with inventory, equipment or lease financing in the ordinary course of business in any fiscal year in an amount not to exceed 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year together with all then outstanding inventory, equipment or lease financings, and (z) debt incurred under lines of credit or revolving credit facilities or any renewals, extensions, substitutions, refundings, refinancings or replacements of such indebtedness in an amount not to exceed the greater of the amount outstanding on the date hereof and 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year. (ii) the issuance of any omnibus stock plan which would permit the issuance to employees, officers or directors of the Company of options for Company stock; provided however, that such consent shall not be required for the approval has been granted of an omnibus stock plan of up to that number 18% of nominees equal to the number of directors shares of Common Stock outstanding on the Block Sale Transferee is entitled Closing Date (after giving effect to nominate the issuance of Common Stock pursuant to Section 5.1. 5.3 Subject the Purchase Agreements), so long as such plan provides that (i) no more than 20% of the shares of Common Stock available for grant under such plan shall be granted in any one calendar year, (ii) no more than 3.5% of the shares of Common Stock available for grant under such plan shall be granted to any one individual in any one calendar year, and (iii) no more than 50% of the shares of Common Stock granted under such plan in any given year shall be granted to the approval officers and directors of the Block Sale Transferee’s nominees Company or any of their respective Affiliates (excluding officers and directors of the Company who derive at least 50% of their cash compensation from the Company as described sales commission). (As of the date hereof, the persons set forth on Schedule III derive at least 50% of their cash compensation from the Company as sales commission); or (iii) the creation of any new class of securities; or (iv) any Affiliate Transaction, other than Affiliate Transactions entered into prior to the date hereof and set forth on the Disclosure Schedules to the Investor Purchase Agreement on the terms in Section 5.2 and effect on the date hereof (including the repayment of debt in accordance with its terms in effect on the date hereof or accrued compensation as of the date hereof owed to Affiliates); or (v) changes to the certificate of incorporation or bylaws of the Company or the formation of new committees; or (vi) the entering into a merger, reorganization or sale of the Company or any of it Subsidiaries or the disposal of any significant portion of their respective assets, or the acquiring of any significant business or assets from another Person (whether by merger, asset or stock purchase or otherwise), other than mergers, acquisitions or other business combinations involving the acquisition of a business offering the same or complimentary services or products to those offered by the Company, provided that the Block Sale Transferee has provided aggregate purchase price for all such businesses in any 12-month period does not exceed 5% of the Company's gross revenue (or caused to be providedcalculated in accordance with GAAP, consistently applied, (as set forth in financial statements filed with the SEC) for the Company with all information reasonably requested by the Company relating to its nominees prior fiscal year ("Permitted Acquisitions"); or (vii) material changes to the extent required under applicable law to be included in any proxy statement business lines of the Company as in effect on the date hereof. (e) During the Term of this Agreement, (i) the Investor Shareholders agree to vote all shares of Common Stock then owned by such Investor Shareholder so as to elect to the Board the Investor Directors, the Existing Shareholder Directors and the Independent Directors during the Term of this Agreement pursuant to SECTION 2.1(A) hereof and (ii) each Existing Shareholder agrees to vote all shares of Common Stock then owned by such Existing Shareholder so as to elect to the Board the Existing Shareholder Directors, the Investor Directors and the Independent Directors during the Term of this Agreement pursuant to SECTION 2.1(A) hereof. In the event that the Board, acting in any other solicitation materials good faith in the exercise of its fiduciary duty, determines not to be delivered recommend to the Company's stockholders to elect as a director a designee of the Company in connection with Investor Shareholders or a designee of the Existing Shareholders, if the Investor Shareholders or the Existing Shareholders determine to solicit proxies from the Company's stockholders meetingto vote for such nominee, the Company shall cause each director nominee reimburse the Investor Shareholders Group or the Existing Shareholder Group, as the case may be, for their reasonable cost incurred in connection with the solicitation of such proxies. (f) If one or more Investor Directors serve as members of the Block Sale Transferee that has received such approval to be included in Board at a time when the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, Investor Shareholders no longer have the right to designate a replacement or additional Director Director, promptly following a written request by a majority of the Board, the Investor Shareholders shall immediately cause the Investor Director(s) to fill such vacancyresign, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director as so designatedrequested. 5.5 The Company shall use its best efforts to cause the candidate(s(g) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of If one or more Existing Shareholder Directors at the next regularly scheduled meeting serve as members of the Board at a time when the Existing Shareholders no longer have the right to designate a Director, promptly following a written request by a majority of Directors the Board, the Existing Shareholders shall immediately following cause the Effective Date.]8 8 Note Existing Shareholder Director(s) to form: to be included if Block Sale Transferee accepts the board nomination rightsresign, as so requested.

Board Representation. 5.1 The Block Sale Transferee shall have (a) With respect to each Specified Stockholder, until such time as such Specified Stockholder and its Affiliates no longer beneficially own in the right to nominate up to such number of directors to the Board of Directors as is equal to aggregate at least 20% of the total number of directors on shares of Common Stock of WIND outstanding at such time, WIND and the Board of Directors (rounded up to shall, acting through the next whole number if the total number Nominating and Corporate Governance Committee of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included include in the slate of nominees recommended to stockholders of WIND (the “Stockholders”) for election as directors at any annual or special meeting of the Stockholders at which directors of WIND are to be elected, not less than two individuals designated by such Specified Stockholder (as applied to each Specified Stockholder, the “Specified Stockholder Nominees”). For the avoidance of doubt, in no event shall any Specified Stockholder Nominee be required to be an “independent director” within the meaning of any applicable law, rule or regulation, including, without limitation, any applicable stock exchange rule (collectively, the “Listing Exchange Rules”). (b) With respect to each Specified Stockholder, until such time as such Specified Stockholder and its Affiliates no longer beneficially own in the aggregate at least 10% but less than 20% of the total number of shares of Common Stock of WIND outstanding at such time, WIND and the Board of Directors shall, acting through the Nominating and Corporate Governance Committee of the Board of Directors, include in the slate of nominees recommended to the Stockholders for election as directors at any annual or special meeting of the Stockholders at which directors of WIND are to be elected, one Specified Stockholder Nominee. (c) Vacancies arising through the death, resignation or removal of a Specified Stockholder Nominee nominated by a Specified Stockholder to the Board of Directors pursuant to Section 2(a) or 2(b) hereof may be filled by the Board of Directors to only with a Specified Stockholder Nominee nominated by such Specified Stockholder and the Company’s stockholders for director so chosen shall hold office until the next election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvaluntil his or her successor is duly elected and qualified, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the or until his or her earlier death, disability, retirement, resignation or removal removal. (with or without Caused) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is No Specified Stockholder shall be entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed person as a nominee to the Board of Directors upon a written determination by the Nominating and Corporate Governance Committee of WIND (which determination shall set forth in reasonable detail the grounds for such determination) that such person would not be qualified under any applicable law, rule or regulation (including the Listing Exchange Rules of any securities exchange on which the securities of WIND are then listed) to serve as a director of WIND. Except as set forth in the preceding sentence, WIND shall not have the right to object to any Specified Stockholder Nominee. (e) WIND shall notify each Specified Stockholder in writing of the date on which proxy materials are expected to be mailed by WIND in connection with an election of directors at an annual or special meeting of the next regularly scheduled meeting Stockholders (and such notice shall be delivered to each Specified Stockholder at least 120 days prior to such expected mailing date). WIND shall provide each Specified Stockholder with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Specified Stockholder Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with WIND. If WIND objects to the designation of a Specified Stockholder Nominee pursuant to Section 2(d), WIND shall notify the Specified Stockholder that designated such Specified Stockholder Nominee sufficiently in advance of the date on which such proxy materials are to be mailed by WIND in connection with such election of directors so as to enable such Specified Stockholder to propose a replacement Specified Stockholder Nominee, if necessary, in accordance with the terms of this Agreement. (f) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall permit the rights and obligations set forth herein (including, without limitation, by allowing for a sufficient number of authorized directors to permit the nomination and election of the Specified Stockholder Nominees) and WIND shall have a Nominating and Corporate Governance Committee (or similar committee) of the Board of Directors immediately following empowered to take the Effective Date.]8 8 Note actions herein required. (g) With respect to form: any action or right given to or exercisable by either Specified Stockholder hereunder or any notice to be included if Block Sale Transferee accepts sent hereunder, such action or right shall be exercised by in the board nomination rightscase of D. E. Shaw, by MWP and MWPH, acting jointly, and in the case of Madison Dearborn, by Madison Dearborn Partners IV, L.P. (“MDP IV”), the general partner of Madison Dearborn, and any such notice shall be sent to, in the case of D. E. Shaw, to each of MWP and MWPH, and in the case of Madison Dearborn, to each of MDP IV and Madison Dearborn. Notices shall be sent in the manner and to the recipient specified in Section 3(f), and WIND may rely upon the contents of any such notice delivered by a Specified Stockholder without further inquiry.

Board Representation. 5.1 The Block Sale Transferee shall have (a) During the right to nominate up to such number period beginning on the date ninety (90) days after the Closing Date and ending on the earlier of directors to (i) the Board of Directors as is equal to 20% three (3) year anniversary of the total number Closing Date and (ii) the first Business Day that OrbiMed’s Fully Diluted Ownership Percentage is less than twenty percent (20%) (such period, the “Board Designation Period”), at any time that the Nasdaq Official Closing Price of directors the Common Stock is below $2.7760 (as adjusted for stock splits, recapitalizations and other similar events) for thirty (30) consecutive trading days, OrbiMed shall be entitled to designate one individual (“OrbiMed Designee”) to serve on the Board of Directors (rounded up “Designation Right”), pursuant and subject to the next whole number if terms of this Section 2. (b) In order to exercise the total number Designation Right, OrbiMed shall deliver a written notice to the Company stating that ▇▇▇▇▇▇▇ wishes to exercise the Designation Right and setting forth the name of directors on the Board OrbiMed Designee (the “Designation Notice”). As a condition to the appointment of Directors is not an even multiple of 5) so long as any OrbiMed Designee, ▇▇▇▇▇▇▇ will also provide, or cause the Block Sale Transferee 6 Note OrbiMed Designee to form: bracketed language provide, a completed and executed director nominee questionnaire in a form to be removed if Block Sale Transferee does not accept provided by the board nomination rights. 7 Note 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 form: bracketed language the appointment of such OrbiMedDesignee, proxy materials for meetings of stockholders, and all other applicable filings with the SEC. (c) Subject to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as terms of this Section 2, the Ownership Percentage of Company hereby agrees to appoint the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director OrbiMed Designee to the Board of Directors so long as within fifteen (15) Business Days following receipt of both (i) the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities Designation Notice and (so long as ii) the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of completed Nominee Questionnaire. Thereafter, for the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee remainder of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which termDesignation Period, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal subject to the number requirements of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required fiduciary duties under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meetinglaw, the Company shall cause each director nominee of include the Block Sale Transferee that has received such approval to be included OrbiMed Designee in the slate of nominees recommended by the Board of Directors 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 Company same class as the OrbiMed Designee are to be elected and shall use all reasonable efforts every adjournment or postponement thereof. If a OrbiMed Designee elected or appointed pursuant to cause the election of each director nominee terms hereof ceases to serve as a member of the Block Sale Transferee that has received such approvalBoard of Directors for any reason, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, then OrbiMed shall have the right to designate a replacement or additional Director another designee pursuant to fill the terms of this Agreement, it being understood that any such vacancydesignee shall serve the remainder of the term of the director whom such designee replaces, and the Company shall use take all such action as is reasonable efforts and necessary to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to promptly cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) election or appointment of the Governance Agreement) to be appointed such other designee to the Board of Directors at for such term. If OrbiMed has exercised the next regularly scheduled meeting Designation Right and the Board Designation Period lapses while a OrbiMed Designee is serving on the Board of Directors, the OrbiMed Designee shall not be required to resign but may continue to serve on the Board of Directors for the remainder of the OrbiMed Designee’s then-current term on the Board of Directors. (d) Notwithstanding any other provisions of this Section 2, the Company shall not be required to appoint a OrbiMed Designee to the Board of Directors if a majority of the disinterested members of the Board of Directors immediately 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 OrbiMed, provided that the direct or indirect purpose of any such policy or guideline is not to obstruct OrbiMed’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 OrbiMed Designee is not required to meet the independence requirements of the SEC or the Nasdaq Stock Market LLC. The Company shall notify OrbiMed of any objection to a OrbiMed Designee promptly following determination by the Effective Date.]8 8 Note Board of Directors that such OrbiMed Designee is not qualified to form: 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 OrbiMed Designee, so as to enable OrbiMed to propose a replacement OrbiMed Designee in accordance with the terms of this Agreement. (e) OrbiMed understands that, as a condition to the appointment of OrbiMed Designee, the Company may require the OrbiMed 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 guidelines applicable to all non-employee members of the Board of Directors, including, without limitation, the Company’s business and ethics code of conduct, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, and related- person transactions policy, in 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 Board of Directors and its committees, as applicable, or other confidential information of the Company that the OrbiMed Designee receives from the Company, unless previously disclosed publicly by the Company. (f) For so long as any OrbiMed Designee serves as a director, such director shall be included if Block Sale Transferee accepts entitled to (i) the board nomination rightssame reimbursement for travel and other expenses paid to other non-employee directors incurred in connection with his or her duties as a director, including any service on any committee of the Board of Directors, and (ii) the same indemnification, exculpation and advancement of expenses rights provided to other non-employee directors, and 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, and with such coverage terms as the Company deems reasonable) to the same extent that it indemnifies and provides insurance for other non-employee directors.

Board Representation. 5.1 The Block Sale Transferee shall have If a Stockholder exchanges its Common Stock pursuant to this Article V, and receives as consideration for such Common Stock, GG Stock having a value of at least $100,000,000, then at the right election of such Stockholder, GG Properties will exercise all authority under the GCL and under GG Properties' Certificate of Incorporation and Bylaws to nominate up (i) cause one Satisfactory Nominee (as defined below) designated by such Stockholder and to such number cause one independent director nominated by the board of directors to of GG Properties (the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors "GG Board") (rounded up to the next whole number if the total number of directors on the Board of Directors is such Satisfactory Nominee would not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” ) to be promptly elected to the GG Board as defined by applicable stock exchange listing rulesa member of the class of directors whose term is the latest to expire and (ii) increase the size of the GG Board to account for such additional director or directors. The director nominees proposed by At each annual meeting of stockholders of GG Properties thereafter at which directors in the Block Sale Transferee must same class as the Satisfactory Nominee shall be approved by elected, such Stockholder shall be entitled to propose to the GG Board or the nominating committee thereof one Satisfactory Nominee in accordance with the procedures set forth below. The proposal by such Stockholder of any person for election to the GG Board of Directors (which committee shall be comprised solely of “independent directors” as defined made after consultation with GG Properties, each person designated by applicable stock exchange listing rules (which term, such Stockholder for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal election to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject GG Board shall be reasonably acceptable to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided GG Board (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with each such person, a stockholders meeting, the Company "Satisfactory Nominee"). GG Properties shall cause each director nominee of Satisfactory Nominee designated by such Stockholder for election to the Block Sale Transferee that has received such approval GG Board to be included in the slate of nominees recommended by the GG Board of Directors to the Company’s GG Properties' stockholders for election as directors at each annual meeting of the stockholders of GG Properties at which directors in the Company same class as the Satisfactory Nominee shall be elected and shall use all reasonable its best efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvalSatisfactory Nominee, including soliciting proxies in favor of the election of such persons. 5.4 . In the event that any Satisfactory Nominee elected to the GG Board shall cease to serve as a director for any reason, the vacancy is created at any time resulting therefrom shall be filled by the death, disability, retirement, resignation or removal (GG Board with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed substitute Satisfactory Nominee according to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.procedures described

Board Representation. 5.1 The Block Sale Transferee shall have (i) Until the right to nominate up to such number occurrence of directors a Director Severance Event (herein defined), LN Parent will be required, subject to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee fiduciary duties of the Board of Directors of LN Parent (which committee shall be comprised solely of the “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)LN Board”), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled comply with the replacement or additional Director so designated.following provisions: 5.5 The Company shall use its best efforts to cause the candidate(s(A) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at At the next regularly scheduled meeting of the LN Board after the Effective Date, LN Parent will name Cohl as the sole Vice Chairman of the LN Board. LN Parent will include Cohl on the slate of directors to be voted on by the shareholders of LN Parent at each annual meeting that is being held at a time that Cohl’s then term on the LN Board is scheduled to expire. As long as Cohl is a member of the LN Board, he will remain as the sole Vice Chairman of the LN Board. (B) At the next regularly scheduled meeting of the LN Board after the Effective Date, LN Parent will elect to the LN Board a person nominated by Cohl (“Cohl’s Nominee”); provided that the LN Board shall not be required to elect Cohl’s Nominee at any board meeting unless (i) the name of Cohl’s Nominee has been provided to the LN Board at least ten (10) business days prior to such meeting of the LN Board and (ii) Cohl’s Nominee has promptly cooperated in supplying such personal information as may be reasonably requested by the LN Board in connection with issues related to work history, experience, conflicts of interest, securities law matters and independence. LN Parent will include Cohl’s Nominee (or another person nominated by Cohl at the time, who will thereafter be Cohl’s Nominee for purposes hereof) on the slate of directors to be voted on by the shareholders of LN Parent each time that the term on the LN Board of Directors immediately Cohl’s Nominee is expiring. Unless LN Parent authorizes to the contrary, Cohl’s Nominee must always be an individual who is, in the discretion of the LN Board, independent under LN Parent’s “Director Independence Standards”. LN Parent shall have no further obligation under this Section 2(f)(i) following the Effective Date.]8 8 Note occurrence of a Director Severance Event. (ii) Cohl shall promptly file all forms with the SEC as may be required by Applicable Law to formthe extent requested of Cohl by LN Parent. (iii) As used herein, the term “Director Severance Event” shall mean the first to occur of the following: (i) the Majority Sellers ceasing to hold in the aggregate at least twenty-five percent (25%) of the Trust Certificates issued to them under the terms of the Stock Purchase Agreement (or, if the Company Issuance Option has been exercised, 25% of the underlying shares of LN Common Stock represented by such Trust Certificates), (ii) Cohl ceasing to be included if Block Sale Transferee accepts an executive officer of the board nomination rightsCompanies, (iii) Cohl tendering his resignation as a member of the LN Board, or (iv) any breach or other failure or refusal to comply with or perform any material obligation of the Majority Sellers under the Stock Purchase Agreement or any of the Ancillary Agreements and such breach or other failure to perform continuing unremedied for ten (10) days after written notice thereof to the Majority Sellers.

Board Representation. 5.1 The Block Sale Transferee (a) On or prior to the Closing Date, the Board of Directors of the Company shall be expanded by three positions thereby creating three vacancies on the Board. Mr. Robert LaPenta shall be appointed, immediately following the C▇▇▇▇▇▇ ▇▇▇▇, to fill one of these vacancies as a member and Chairman of the Board, serving in a non-executive capacity. If Mr. Robert LaPenta is unable or ceases to serve on the Board for a▇▇ ▇▇▇▇▇▇, ▇▇▇ Purchaser shall have the right to nominate recommend to the Governance and Nominating Committee for nomination by the Board one new director (to replace Mr. Robert LaPenta as a member of the Board), who need not qualify ▇▇ ▇▇ "▇▇▇▇▇▇▇▇▇▇t director" (as that term is defined in Rule 4200 of the National Association of Securities Dealers, Inc. or any comparable regulation to which the Company may be subject from time to time) ("INDEPENDENT Director"), and who shall be the successor Chairman of the Board if approved by the Board (provided that if such individual is rejected by the Board, the Purchaser shall have the right to recommend up to two more candidates to serve as successor Chairman, subject to Board approval, and provided further that if the Board rejects such number two additional candidates, Purchaser will retain the rights set forth below to continue recommending candidates to replace Mr. LaPenta, but not as Chairman of the Board). The Purchaser shal▇ ▇▇▇▇ ▇▇▇ right to recommend two additional directors to the Governance and Nominating Committee for nomination by the Board to fill the remaining two vacancies created by the expansion, which directors, upon appointment, must each qualify as an Independent Director for all Committee purposes. If one or more candidates recommended by the Purchaser pursuant to this Section are rejected by the Committee or the Board, the Purchaser shall have an ongoing right to recommend candidates to fill the aforementioned vacancies until three candidates are qualified and accepted and there are no remaining vacancies on the Board. Each director recommended to the Board by the Purchaser is referred to herein as a "PURCHASER DESIGNEE". For so long as Purchaser owns, in the aggregate, at least 20% of the outstanding shares of Common Stock of the Company (the "REQUIRED INTEREST"), the Purchaser shall be entitled to nominate three Purchaser Designees to the Company's Board of Directors. In the event that the Purchaser owns an interest in the Company that is less than the Required Interest but equal to or greater than 15% of the outstanding shares of Common Stock of the Company (the "MINIMUM INTEREST"), and Purchaser currently has three Purchaser Designees serving on the Board of Directors, then, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, the Purchaser shall cause one of the two Purchaser Designees who are "independent directors" to resign within ten (10) business days, the Board of Directors shall be reduced by one member and thereafter the Purchaser shall be entitled to nominate two members to the Company's Board of Directors (until such time as the aggregate interest owned by Purchaser shall be less than the Minimum Interest, whereupon Purchaser shall, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, within ten (10) business days cause the remaining two Purchaser Designees to resign and the Purchaser shall have no further rights under this Section 4.1). At least ninety (90) days prior to each annual meeting of stockholders at which Purchaser Designees will stand for election, the Purchaser shall provide written notice to the Company indicating the Purchaser Designees that it will nominate at such annual meeting, and such notice shall set forth as to each person proposed for nomination all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected). (b) The Company shall use its reasonable best efforts at all times to take such action as is necessary to ensure that the Governance and Nominating Committee of the Board of Directors (or the full Board if there is no such committee) of the Company shall nominate and recommend to the stockholders of the Company that the stockholders of the Company shall elect the Purchaser Designees to the Board of Directors. As a condition precedent to the inclusion of any Purchaser Designee on any slate of nominees to be recommended to stockholders by the Board of Directors pursuant to Section 4.1(a), the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) may review the information provided pursuant to Section 4.1(a) to evaluate in good faith such Purchaser Designee's character and fitness to serve as a director. If the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) determines in good faith that any such Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) shall inform the Purchaser of such determination, and the Purchaser shall then have the right to propose alternative Purchaser Designees in accordance with Section 4.1(a) above reasonably acceptable to the Company. All Purchaser Designees elected to the Board of Directors as is equal shall receive, during the period in which they serve, any and all benefits provided to 20% the other non-executive members of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee Company. (c) Mr. Robert LaPenta shall have the right to nominate invite representatives ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇o attend, but not vote, as observers at the open portion of each meeting of the Board of Directors, including telephonic meetings, provided that each such representative has executed and delivered to the Company a confidentiality agreement in a form reasonably satisfactory to the Company. (d) The Board shall establish a new Strategic Committee consisting of the following five (5) directors so long as they remain members of the Board: Mr. Robert LaPenta as Chair of the Committee, Mr. Denis Berube, th▇ ▇▇▇▇▇▇▇'▇ Chief Executive Officer serving ex-▇▇▇▇▇▇▇, ▇▇▇ two other directors recommended by Mr. Robert LaPenta, only one of whom may be a Purchaser Designee. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ adopt a charter in substantially the form of Exhibit E hereto (the "STRATEGIC COMMITTEE CHARTER"), which shall serve as the directive of the Strategic Committee. The Strategic Committee Charter shall not be amended without the approval of the Chair of the Strategic Committee, which approval shall not be unreasonably withheld. The Strategic Committee may, and it is anticipated that the Strategic Committee will, retain consultants and other service providers, including affiliates of the Purchaser, to provide support to the Strategic Committee and to management, on terms and conditions that are approved by a majority of the disinterested members of the Board of Directors. (e) Subject to availability on reasonable terms and at a reasonable cost, for so long as any Purchaser Designee remains on the Board of Directors, the Company shall maintain directors' and officers' liability insurance with an insurer which maintains a rating of not less than A- by Fitch or A.M. Best with at least the current level of coverage and, in addition, shall consult in good faith with Purchaser with respect to (i) the renewal of existing policies and (ii) side A excess terms and conditions coverage in an amount reasonably satisfactory to Purchaser. (f) Mr. Robert LaPenta and each Purchaser Designee shall be required t▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ same policies and restrictions as each of the other members of the Board including but not limited to the Company's Governance Policy, Insider Trading Policy and Code of Ethics and Standards of Conduct. (g) Notwithstanding anything herein to the contrary, the responsibility and authority of the Board shall not be altered as a result of the transactions contemplated by this Agreement and the Board shall continue to act in accordance with the Company's certificate of incorporation, bylaws, the Company's Governance Policy and the various committee charters. The current Board members shall remain in office, though it is anticipated that the size of the Board may be reduced to ten through attrition, as determined by the Board. The current Chairman of the Board, Mr. Denis K. Berube, shall remain a director and, in accordance wi▇▇ ▇▇▇▇▇▇▇ ▇.1(d) above, shall be appointed as a member of the Strategic Committee. The current Chief Executive Officer, Mr. Bernard C. Bailey, shall continue in such capacity subject to ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ons of any employment agreement he may have with the Company, shall remain a director and shall serve as an ex-officio member of the Strategic Committee. (h) It is understood and agreed that the Company's Board of Directors is subject to fiduciary duties under applicable law, and that the Company's stockholders have rights with respect to the composition of the Board of Directors under applicable law and the Company's organizational documents. Accordingly, for purposes of this Section 4.1, all obligations of the Company under paragraphs (a), (b) and (d) hereof shall be deemed to be "to use reasonable best efforts" to cause the intended action to be taken, recognizing that the Company cannot guaranty what action its Board of Directors or stockholders may take in the future. In the event that the Board of Directors of the Company shall not cause any action to be taken under paragraphs (a), (b) and (d) hereof, the Purchaser shall be entitled to the following remedies: (i) A full acceleration of the vesting of the Warrants so as to make the Warrants immediately exercisable; and (ii) Upon each failure to comply with the provisions of paragraphs (a), (b) and (d) hereof, to appoint an additional director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from Company. Such director shall resign immediately after the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval default is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal cured to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1Purchaser's reasonable satisfaction. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Until the right earlier to nominate up occur of the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to such number the Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of directors to the Apollo/Blackstone Shares (the "Shareholder Designee Period"), the Board of Directors as is equal to 20% shall consist of no more than thirteen (13) directors during the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) Shareholder Designee Period. For so long as the Block Sale Transferee 6 Note Apollo/Blackstone Shareholders are entitled to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as two Shareholder Designees under this Agreement, the Ownership Percentage of the Block Sale Transferee is at least equal Apollo/Blackstone Shareholders shall be entitled to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee and other than such committees on which membership of a Shareholder Designee is prohibited by applicable law or by the rules of the New York Stock Exchange. (which committee shall b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, the Company will cause ▇▇▇▇▇ ▇▇▇▇▇▇▇ to be comprised solely elected or appointed to the Board of “independent directors” Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's Nominating Committee (as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)herein) (or by an equivalent committee of shall recommend to the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included inclusion in the slate of nominees recommended by the Board of Directors to the Company’s stockholders shareholders for election as directors at each annual meeting of shareholders of the stockholders Company: (i) no more than two persons who are executive officers of the Company and shall use all reasonable efforts to cause ("Management Directors"), (ii) (A) five Shareholder Designees, so long as the election of each director nominee Apollo/Blackstone Shareholders beneficially own 80% or more of the Block Sale Transferee that has received such approvalApollo/Blackstone Shares, including soliciting proxies in favor (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the election Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of such persons. 5.4 In the event Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a "Beneficial Ownership Threshold"); provided, however, that a vacancy is created if at any time as a result of the Company's issuance of Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the "Actual Voting Power Threshold"), the Apollo/Blackstone Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) such other persons, each of whom is (A) recommended by the Nominating Committee and (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities ("Unaffiliated Directors"). If any vacancy (whether by death, disability, retirement, resignation disqualification, removal from office or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1other cause, or by any increase in the number of directors constituting directors) occurs prior to a meeting of the entire Company's stockholders, the Board (such that the Block Sale Transfereei) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded upii) of the total number of directors on the Board), the Block Sale Transferee shallshall appoint, subject to Section 5.23.1(d), a person designated by the Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (except as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders' beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and each such person shall be a Management Designee, Shareholder Designee or Unaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to recommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the Board of Directors. Notwithstanding the foregoing, if the Apollo/Blackstone Shareholders beneficially own less than 50% of the Apollo/Blackstone Shares, the Nominating Committee shall be comprised of individuals only one of whom is a Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, which shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the right nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) or any other obligation under this Section 3.1 if the Apollo/Blackstone Shareholders are in breach of any material provision of this Agreement. (c) Upon any decrease in Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Company's obligations under this Section 3.1 shall terminate. (d) Notwithstanding the provisions of this Section 3.1, the Apollo/Blackstone Shareholders shall not be entitled to designate any person to the Company's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the Apollo/Blackstone Shareholders shall withdraw the designation of such proposed Shareholder Designee and designate a replacement or additional Director therefor (which replacement Shareholder Designee shall also be subject to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 requirements of this Section). The Company shall use its reasonable best efforts to cause notify the candidate(s) nominated Apollo/Blackstone Shareholders of any objection to a Shareholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Block Sale Transferee Company in connection with such election of directors to enable the Apollo/Blackstone Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (subject Section 5.2 hereof and Section 5.02(fe) of the Governance Agreement) to be appointed to Each Shareholder Designee serving on the Board of Directors at the next regularly scheduled meeting shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Board of Directors immediately following Company on the Effective Date.]8 8 Note same terms provided to, and subject to form: to be included if Block Sale Transferee accepts the board nomination rightssame limitations applicable to, such directors.

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number For as long as shares of directors to Series A Preferred Stock are outstanding, the Board shall consist of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so seven members. As long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities more than fifty percent (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up50%) of the total number of shares of Series A Preferred Stock issued by the Company are outstanding, at each election of directors on of the Board)Company the holders of Series A Preferred Stock shall be entitled, voting as a separate class, to elect two (2) directors of the Block Sale Transferee shallCompany. As long EXHIBIT 10.118 (CONTINUED) as fifty percent (50%) or less but more than twenty percent (20%) of the total number of shares of Series A Preferred Stock issued by the Company are outstanding, subject at each election of directors of the Company the holders of Series A Preferred Stock shall be entitled, voting as a separate class, to Section 5.2elect one (1) director of the Company. Thereafter, as long as any shares of Series A Preferred Stock are outstanding an individual designated by the holders of a majority of the outstanding shares of Series A Preferred Stock (the "Series A Representative") shall have the right to designate a replacement or additional Director receive notice of and to fill such vacancy, attend and the Company shall use participate (but not to vote on any matters) at any and all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting meetings of the Board of Directors immediately following Directors. Information furnished to the Effective Date.]8 8 Note Series A Representative shall be subject to form: the confidentiality provisions in Section 8.9 of the Purchase Agreement or to equivalent confidentiality provisions. Each of the Investors does hereby irrevocably authorize and appoint Hunter Capital Group, LLC, a Delaware limited liability company ("Hunter Capital"), as its agent and attorney, with full power of substitution, to designate the Series A Representative (which authorization and appointment of Hunter Capital is coupled with an interest and shall be irrevocable during the term of this Agreement). The remainder of the directors (at least one of whom must be an Independent Director) shall be elected by the holders of the Series A Preferred Stock and the holders of the Common Stock voting together as a class. By executing this Agreement, each Investor agrees that Hunter Capital is designated as its respective proxy for purposes of designating or selecting one of the directors to be included if Block Sale Transferee accepts elected by the board nomination rightsholders of the Series A Preferred Stock.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Within sixty (60) days after the right to nominate up to such number -------------------- execution of this Agreement, HMC will cause (i) the size of its board of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed increased by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more directors and (ii) a person selected by Blackstone Real Estate Acquisitions L.L.C. ("Blackstone") and reasonably acceptable to the board of directors of HMC (provided that ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall be acceptable by the Block Sale Transferee’s proposed nomineesboard of directors of HMC, or Host REIT if the REIT Conversion is consummated) (the "Blackstone Board Designee") to be appointed to serve as a director of HMC (or Host REIT if the REIT Conversion is consummated) for a term expiring at the 1999 meeting of stockholders of HMC or Host REIT, as the case may be. In the event that the REIT Conversion shall have been consummated and Closing hereunder shall have occurred, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided Blackstone Board Designee will become a trustee (or caused to be provideddirector, as applicable) of Host REIT, and Host REIT will cause the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval Blackstone Board Designee to be included in the slate of nominees recommended trustees (or directors, if applicable) nominated by the board of trustees (or directors, if applicable) for election by the shareholders of Host REIT upon the expiration of each term of the Blackstone Board Designee as a trustee thereafter for so long as Blackstone and its Affiliates (as defined in Section 13.13) ------------- collectively own at least five percent (5%) of the outstanding Units. In the event that the REIT Conversion is not consummated and the Closing hereunder nevertheless shall have occurred, HMC will cause the Blackstone Board Designee to be included in the slate of directors nominated by the board of directors of HMC for election at the 1999 stockholders meeting and upon the expiration of each term of the Blackstone Board Designee as a director thereafter for so long as Blackstone and its Affiliates collectively own units of the Special Partnership that if redeemed for shares of HMC Common Stock would represent at least five percent (5%) of the outstanding HMC Common Stock. If the closing has not then occurred, the Blackstone Board Designee will resign immediately upon any termination of this Agreement. The Blackstone Board Designee shall have the right to be appointed to each committee of the board of HMC, or Host REIT upon the REIT Conversion, as he so desires. For purposes hereof, "Host REIT" includes any successor General Partner Entity (as defined in the Restated Operating Partnership Agreement). (b) So long as Blackstone and its Affiliates collectively own at least 5% of the common stock of SLSC, at all times and for so long as the board of directors of SLSC shall have more than two members who are also members of the board of directors of Host REIT, Blackstone shall be entitled to designate an individual to serve on SLSC's board of directors (who shall be reasonably acceptable to HMC and Host REIT), with SLSC, Blackstone and such individual having rights substantially similar to those of HMC, Host REIT, Blackstone and the Blackstone Board Designee under subsection (a) above. (c) HMC and Host REIT (and SLSC, if applicable) shall provide the same type of support for the election of the Blackstone Board Designees as such Person, its affiliates and its management provides to other persons standing for election as directors or trustees of such Person as part of the management slate. HMC and Host REIT (and SLSC, if applicable) shall furnish to each Blackstone Board Designee who serves as a director or trustee of such Person the same information that is provided to the other members of the Board of Directors (in their capacity as directors) or Trustees of HMC or Host REIT (as applicable) (and SLSC, if applicable) subject to the terms of any conflicts of interest, confidentiality or corporate opportunity policies applicable to all Board members. In the event of the death, resignation or other removal of a Blackstone Board Designee (other than due to Blackstone no longer being entitled to designate a Blackstone Board Designee), Blackstone will be entitled to appoint another person as the Blackstone Board Designee (who must be reasonably acceptable to the board of directors of HMC or Host REIT and SLSC, as applicable) and such person shall be appointed as a director (in the case of death, resignation or other removal during such person's term as a director) or included on the slate of directors or trustees nominated for election by the Board of Directors or Trustees. (d) The parties hereto agree that any breach of this Section 4.6 would ----------- cause irreparable injury to the Company’s stockholders Contributors and that money damages will be an inadequate remedy for election as directors at each annual meeting any breach or threatened breach of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies agreements described in favor of the election of such persons. 5.4 this Section 4.6. In the event that of a vacancy is created at any time by breach or a threatened breach ----------- of the deathagreements described in this Section 4.6, disabilitythe Contributors shall, retirementin ----------- addition to other rights and remedies existing in their favor, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant be entitled to Section 5.1specific performance and/or injunctive relief in order to enforce, or by prevent any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board)violations of, the Block Sale Transferee shall, subject to provisions of this Section 5.2, have 4.6 (without the right to designate posting of a replacement ----------- bond or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedother security). 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee Company shall have take all necessary corporate action so that two individuals are designated by the right Fairfax Holders (collectively, the “Fairfax Directors” and each, a “Fairfax Director”) and appointed to nominate up to such number the board of directors to the Board of Directors as is equal to 20% of the total number of directors on Company (the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5“Board”) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns Fairfax Holders hold at least 16,825,982 Equity Securities 5,000,000 Series J Preferred Shares (so long as “Minimum Holdings Threshold”); provided, that in the Ownership Percentage of event the Block Sale Transferee is at least equal to 15% of Fairfax Holders (a) hold less than 5,000,000 Series J Preferred Shares but greater than 2,000,000 Series J Preferred Shares, the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee Fairfax Holders shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) one individual to be appointed to the Board or (b) hold less than 2,000,000 Series J Preferred Shares, the Fairfax Holders shall not be entitled to designate any individuals to be appointed to the Board; provided, further, that in no event shall the rights hereunder, when taken together with any rights of the Fairfax Holders under Section 5(b) of the Statement of Designation and under the indentures governing the 2025 Notes or the 2026 Notes, permit the Fairfax Holders to designate more than (i) two members to the Board if the Minimum Holdings Threshold is satisfied, or (ii) one member to the Board if the threshold described in the foregoing clause (a) is satisfied. The Company, through the Board and subject to the Board’s fiduciary duties to the Company and its shareholders, shall take all necessary action to nominate and recommend the Fairfax Directors at for election to the next regularly scheduled meeting Board in the proxy statements relating to the annual meetings of the Company stockholders following the date hereof. Any Fairfax Director designated for appointment to the Board by the Fairfax Holders (x) must be reasonably qualified to serve as a member of the Board and (y) shall not be prohibited from acting as a member of Directors immediately following the Effective Date.]8 8 Note Board by any applicable law or regulation (including but not limited to form: U.S. securities laws and New York Stock Exchange regulations). In the event that any Fairfax Director resigns or is removed from office, the Company agrees to take all necessary actions to nominate and recommend for election, in lieu of such person resigning or being removed from office, such new member to the Board as may be included if Block Sale Transferee accepts designated by the board nomination rightsFairfax Holders, in accordance with this Section 4.1.

Board Representation. 5.1 The Block Sale Transferee shall have If the right Purchasers are no longer able to nominate up to such number of directors to the Board of Directors as is equal to 20% appoint and elect a member of the total number of directors on the Company's Board of Directors (rounded up the "Board") pursuant to the next whole number if terms of the total number Certificate of directors on Designation, but the Board Purchasers (and entities which are affiliated with the general partner of Directors is not an even multiple of 5any Purchaser) so long as in the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns aggregate own at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 157.5% of the Total Equity Securities), provided that all Liberty Directors have resigned from Common Stock outstanding on any date the Board of Directors. The Block Sale Transferee shall have fixes the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, record date for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the Company's stockholders at which directors will be elected (for purposes of this calculation all shares of Preferred Stock shall be deemed to be converted to shares of Common Stock pursuant to the terms of the Company and shall use all reasonable efforts to cause the election Certificate of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the BoardDesignation), then the Block Sale Transferee shall, subject to Section 5.2, Purchasers shall have the right to designate a replacement nominee (who is reasonably acceptable to the Board) to stand for election as a director at the next meeting of the Company's stockholders at which directors will be elected. The Purchasers shall submit to the Board all information related to such reasonably acceptable nominee as would be required by Regulation 14A promulgated by the SEC under the Exchange Act to be included in a proxy statement related to a meeting of the Company's stockholders at which directors would be elected. If the Purchaser's nominee is elected but such nominee does not serve such nominee's complete term on the Board by reason of the resignation, death, removal or additional Director inability to serve, then Purchasers shall be entitled to designate a successor (who is reasonably acceptable to the Board) to fill such vacancyvacancy until the next meeting for the election of directors. If the Purchasers' nominee is not elected to the Board, the Purchasers will, in addition to those rights set forth in Section 4.8(b) below, be entitled to appoint an additional Non-Voting Observer (as defined in Section 4.8(b)). The Company's obligations, and the Company Purchasers' rights, under this Section 4.8(a) shall use all reasonable efforts to cause such vacancy to be filled cease upon Purchasers (and entities which are affiliated with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts general partner of any Purchaser) in the aggregate ceasing to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) own at least 7.5% of the Governance Agreement) to be appointed to Common Stock outstanding on any date the Board of Directors at fixes the next regularly scheduled record date for a meeting of the Board Company's stockholders at which directors will be elected (for purposes of Directors immediately following the Effective Date.]8 8 Note to form: this calculation all shares of Preferred Stock shall be deemed to be included if Block Sale Transferee accepts converted to shares of Common Stock pursuant to the board nomination rightsterms of the Certificate of Designation). For purposes of this paragraph 4.8(a), the phrase "Common Stock outstanding" shall mean the Common Stock shown as outstanding on the Company's Quarterly Report on Form 10-Q for the most recent quarter and shall not be determined on a dilutive basis.

Board Representation. 5.1 (a) The Block Sale Transferee Board of Directors shall have elect the right to nominate up to such number of directors CEO to the Board of Directors effective not later than the Closing Date. The CEO shall be included as is equal to 20% a director in Class III. So long as the CEO serves as chief executive officer of the total number Company, at each annual meeting of the stockholders of the Company at which Class III directors on are up for election, the Board of Directors (rounded up or the Nominating Committee thereof shall include the CEO for election to the next whole number if the total number such class of directors on at such annual meeting. If the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language shall cease to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities)a classified board, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee Directors or the Nominating Committee thereof shall have include the right to nominate one director CEO for election to the Board of Directors at each annual meeting of stockholders of the Company for so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long CEO serves as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% chief executive officer of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of DirectorsCompany. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. (b) The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval CEO to be included in the slate of nominees recommended by the Board of Directors to the Company’s 's stockholders for election as directors at each annual meeting of the stockholders of the Company as is required by Section 5.02(a) hereof, and shall use all its best efforts to cause the election of the CEO, including soliciting proxies in favor of the election of the CEO. (c) The Board of Directors shall, subject to Section 5.02(g) hereof, elect four nominees designated in writing by the Investor prior to the Closing (such persons, or replacements designated by the Investor, the "Investor Nominees"), to the Board of Directors effective as of the Closing Date in Class I and Class II as specified by the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Company thereafter, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof a number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof four nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of an Investor Nominee (other than pursuant to Section 5.02(e) hereof), the Investor shall designate a replacement for such director, which replacement the Company shall cause to be elected to the Board of Directors, subject to Section 5.02(g) hereof. (d) Subject to Section 5.02(g) hereof, the Company shall cause each Investor Nominee designated for election to the Board of Directors pursuant to the second sentence of Section 5.02(c) hereof to be included in the slate of nominees recommended by the Board of Directors to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders, and shall use its reasonable best efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvalnominee, including soliciting proxies in favor of the election of such personsperson. 5.4 In (e) Notwithstanding the event that a vacancy is created at any time by the deathforegoing provisions of this Section 5.02, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on Investor Nominees the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right Investor is entitled to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed for election to the Board of Directors shall be reduced to (i) three, in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, at least 60%, but less than 80%, of the next regularly scheduled meeting Original Number of Warrant Shares Beneficially Owned by the Investor and its Affiliates, in the aggregate, as of the Closing (the "Investor Original Warrant Shares"), (ii) two, in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, at least 40%, but less than 60%, of the Investor Original Warrant Shares, (iii) one, in the event the Investor and its Affiliates Beneficially Own, in the aggregate, at least 20%, but less than 40%, of the Investor Original Warrant Shares, or (iv) zero, in the event the Investor and its Affiliates Beneficially Own, in the aggregate, less than 20% of the Investor Original Warrant Shares. In the event that the number of Investor Nominees the Investor is entitled to designate for election to the Board of Directors immediately following is reduced pursuant to the Effective Date.]8 8 Note preceding sentence, the Investor shall be entitled to form: designate which of the Investor Nominees the Investor shall no longer be entitled to designate for election to the Board of Directors. In the event that the number of Investor Nominees the Investor is entitled to designate for election to the Board of Directors is reduced pursuant to this Section 5.02(e), the relevant Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor's Beneficial Ownership is reduced below the applicable threshold ownership level of Investor Original Warrant Shares specified in this Section 5.02(e). For purposes of any calculation made pursuant to this Section 5.02(e) regarding the Beneficial Ownership of Investor Original Warrant Shares by the Investor or any of its Affiliates as of any time after the Closing, any Warrant Share transferred to any Person other than the Investor or its Affiliates shall be deemed not to be included if Block Sale Transferee accepts Beneficially Owned by the board nomination rightsInvestor or any of its Affiliates, regardless of whether such Warrant Share is subsequently acquired by the Investor or any of its Affiliates.

Board Representation. 5.1 Section 1.1 The Block Sale Transferee Company hereby agrees that effective as of the date hereof, the Company shall have take all action necessary, pursuant to Article III Sections 2 and 3 of the right Bylaws of the Company, to nominate up to such number of directors add the ValueAct Designee to the Board by increasing the size of Directors as is equal the Board by one director and appointing the ValueAct Designee to 20fill such vacancy. Section 1.2 Subject to this Agreement remaining in full force and effect and the ValueAct Group, together with the ValueAct Affiliates, continuing to beneficially own at least 7.5% of the total number then outstanding Common Stock, the Company hereby agrees to (i) include the ValueAct Designee in its slate of nominees for election as directors of the Company at the Company’s 2015 Annual Meeting of Shareholders (the “Covered Meeting”) and (ii) consider the ValueAct Designee for appointment to any standing committee of the board of directors on (other than the Board Audit Committee). For the avoidance of Directors (rounded up to doubt, the next whole number if Company’s only current standing committees are the total number of directors on Nominating & Governance Committee, the Board of Directors is not an even multiple of 5) so long as Management Development & Compensation Committee and the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rightsAudit Committee. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed Service by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating ValueAct Designee on any special committee of the Board will be determined by the Board on an ad hoc basis. Section 1.3 As a condition to the appointment of Directors the ValueAct Designee to the Board and his subsequent nomination for election as a director of the Company at the Covered Meetings, the ValueAct Designee (which committee i) agrees to provide to the Company such information as is required to be or is customarily disclosed for directors, candidates for directors and their affiliates and representatives, in proxy statements or other filings under applicable law or stock exchange rules or listing standards or is otherwise necessary for inclusion of the ValueAct Designee in the Board’s slate of nominees, or other information that is reasonable requested by the Company from time to time, (ii) consents to serve as a director of the Company if elected and (iii) agrees to be bound by all policies, codes and guidelines applicable to all directors of the Company, including the Company’s Corporate Governance Principles, and to preserve the confidentiality of the Company’s business and information, including discussions or matters considered in meetings of the Board or Board committees, except to the extent otherwise permitted by the Confidentiality Agreement (as defined below). The ValueAct Group shall cooperate with the ValueAct Designee in complying with the obligations in subclause (i) above. Section 1.4 The ValueAct Designee agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence and other standards of the Company, the New York Stock Exchange and the Securities and Exchange Commission (“SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including Rule 10A-3; and (ii) be qualified to serve as a director under the Pennsylvania Business Corporation Act (the “PBCA”); (clauses (i), and (ii), the “Conditions”). The ValueAct Designee will promptly advise the Governance Committee if he ceases to satisfy any of the Conditions. Section 1.5 In the event that the ValueAct Designee no longer serves as a director of the Company, the ValueAct Group shall be comprised solely entitled to name a substitute nominee, who, provided such director (i) meets the Conditions set forth in Section 1.4 and (ii) is acceptable to the Governance Committee following review of the substitute nominee’s qualifications for director, shall be nominated, in the case of the annual meeting, or appointed, in the case of a mid-term vacancy, by the Board; provided, that such nominee shall become a party to this Agreement and agree to be bound by the terms and provisions hereof as the “independent directors” ValueAct Designee.” Section 1.6 Notwithstanding the foregoing, if at any time during the Covered Period (as defined by applicable stock exchange listing rules in Section 5.1 below), the ValueAct Group ceases collectively to beneficially own (which term, for this purpose, will exclude any directors nominated as defined in Rule 13d-3 promulgated by the Block Sale TransfereeSEC under the Exchange Act), in the aggregate, at least 7.5% of the issued and outstanding Common Stock as of such date, (1) (or by an equivalent the ValueAct Designee shall promptly offer to resign from the Board, and any committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules on which he then sits (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if requested by the Company, promptly deliver his written resignation to the Board (which shall provide for his immediate resignation) it being understood that it shall be in the Board’s sole discretion whether to accept or reject such approval is not granted to one or more of resignation) and (2) the Block Sale Transferee’s proposed nominees, the Block Sale Transferee Company shall have no further obligations under this Article I. The ValueAct Group agrees to cause the right ValueAct Designee to propose additional nominees until approval has been granted resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this Section 1.6. Section 1.7 The percentage thresholds set forth in Sections 1.2 and 1.6 shall be deemed satisfied notwithstanding a failure to maintain the ownership thresholds specified therein if, and to the extent that, such failure results solely from share issuances or similar Company actions that number of nominees equal to increase the number of directors outstanding shares of Common Stock without the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval taking of any action by any member of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such personsValueAct Group. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have (a) On the right Closing Date, subject to nominate up to such number receipt of directors (i) any required approval or non-objection of the FDIC, the PDB, the FRB or other Governmental Entity and (ii) written confirmation from the FDIC that Seller’s appointment of an individual to the Board of Directors of Buyer or any of its Subsidiaries would not preclude or restrict Customers Bank or Acacia FSB from bidding on any failed depository institution, Buyer will appoint one individual (the “Seller Nominee”) designated by Sellers (who may be affiliated with Sellers) and approved by Buyer, which approval will not be unreasonably withheld, conditioned or delayed, to serve as is equal to 20% (x) a member of the total number of directors on the Board of Directors of Buyer, Customers Bank and Acacia FSB and (rounded up y) at the option of such Seller Nominee, a member of each of the respective committees of the Boards of Directors of Buyer, Customers Bank and Acacia FSB for which the Seller Nominee qualifies (each such committee, a “Board Committee”) (provided, that in the case of any such Board Committee, the Seller Nominee would not constitute more than 25% of the members of such Board Committee). The Seller Nominee may only be subject to removal from the next whole number Board Committees and replaced on such Board Committees by another nominee if the total number Sellers elect, in their sole discretion, to remove and replace the Seller Nominee from the Board Committees for and of which the Seller Nominee qualifies and has elected to be a member, subject to approval of any replacement by Buyer, which approval will not be unreasonably withheld, conditioned or delayed. (b) The Seller Nominee shall be entitled to (a) directors on and officers insurance coverage, (b) indemnification from Buyer, (c) fees and (d) any other rights and benefits, in each case in amounts and scope of coverage comparable to those provided to other outside directors. (c) For so long as Sellers maintain an Ownership Interest of at least 9.9%, the Board of Directors of Buyer, Customers Bank and Acacia FSB will nominate an individual designated by Sellers and approved by Buyer, which approval will not be unreasonably withheld, conditioned or delayed, for election to the Board of Directors of Buyer, Customers Bank and Acacia FSB, and Buyer will do, and will cause Customers Bank and Acacia FSB to do, all other lawful things in their power to cause that person to be elected to its respective Board of Directors. Upon such election, the Seller Nominee shall be appointed to serve as a member of the respective Board Committees for and of which the Seller Nominee qualifies and has elected to be a member, and Buyer will do, and will cause Customers Bank and Acacia FSB to do, all other lawful things in their power to cause that person to be elected to each of the Board Committees to which the Seller Nominee has been appointed, including without limitation, increasing the number of members on each of the Board Committees to four or more members. If a Seller Nominee ceases to serve as a director for any reason, Buyer shall cause the vacancy created thereby to be filled by an individual designated by Sellers as soon as reasonably practicable, subject to Buyer’s reasonable approval of the qualifications of such designated individual and to any required regulatory approval or non-objection. If an individual designated by Sellers and nominated by Buyer is not elected to the Board of Directors of Buyer, Buyer shall immediately increase the size of its Board of Directors and appoint to its Board of Directors an even multiple individual designated by Sellers, subject to Buyer’s reasonable approval of 5) so long as the Block Sale Transferee 6 Note qualifications of such designated individual and to form: bracketed language any required regulatory approval or non-objection (such individual to be removed if Block Sale Transferee does different from the individual who was not accept elected by the board nomination rights. 7 Note stockholders of Buyer). (d) In the event Sellers fail to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns maintain an Ownership Interest of at least 16,825,982 Equity Securities (so long as 9.9%, Sellers agree to cause the Ownership Percentage of the Block Sale Transferee is at least equal Seller Nominee to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned resign from the Board of DirectorsDirectors of Buyer, Customers Bank and Acacia FSB if requested by Buyer, Customers Bank and Acacia FSB, as applicable; provided that the Seller Nominee shall be entitled to serve until the date of the next annual meeting of the stockholders of Buyer, Customers Bank and Acacia FSB following such request. (e) In lieu of designating a nominee to election to the Board of Directors of Buyer, Customers Bank or Acacia FSB or if, at the Closing Date, Buyer has not received any required approval or non-objection of the FDIC, the PDB, the FRB or other Governmental Entity with respect to the appointment of the Seller Nominee to the Board of Directors of Buyer or the written confirmation referred to in clause (ii) of paragraph (a) of this Section, Sellers shall be entitled to designate an advisory member to the Boards of Directors of Buyer, Customers Bank and Acacia FSB and each of the respective Board Committees of Buyer, Customers Bank and Acacia FSB for which the Seller Nominee qualifies (the “Advisory Member”) to be appointed by resolution of a majority of the Board of Directors of Buyer, Customers Bank and Acacia FSB. The Block Sale Transferee Advisory Member shall be without voting power or power of final decision in matters concerning the business of Buyer, Customers Bank and Acacia FSB. The Advisory Member shall not be counted to determine the number of directors of Buyer, Customers Bank or Acacia FSB or the presence of a quorum for any action by the Board of Directors, and shall not be required to own qualifying shares. The Advisory Member shall be permitted to attend all meetings of the Board of Directors and Board Committees of Buyer, Customers Bank and Acacia FSB, and Buyer, Customers Bank and Acacia FSB shall provide the Advisory Member, at the same time and in the same manner as provided to the directors, notice of such meetings and copies of all minutes, consents and other materials, financial and otherwise, which Buyer, Customers Bank or Acacia FSB provides its directors. An Advisory Member shall serve until such date that the Seller Nominee selected by the Sellers is appointed to the Board of Directors of Buyer, Customers Bank and Acacia FSB, until Sellers elect to have such Advisory Member become a full member of the right Board of Directors of Buyer, Customers Bank or Acacia FSB, or until such time as the Seller Nominee was required to nominate one resign from the Board of Directors pursuant to Section 5.9(d). (f) Sellers agree that the election of an additional director to the Board of Directors so long as of Buyer pursuant to the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% terms of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created Customers Preferred Stock at any time by the death, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) when Sellers hold a majority of the total number outstanding shares of directors on the Board), the Block Sale Transferee shall, Customers Preferred Stock shall be subject to Section 5.2, have the right to designate a replacement or additional Director to fill written confirmation from the FDIC that such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) election of the Governance Agreement) to be appointed an individual to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsBuyer would not preclude or restrict Customers Bank or Acacia FSB from bidding on any failed depository institution.

Board Representation. 5.1 The Block Sale Transferee shall Purchaser and the Company agree as follows: 6.1 Following receipt by the Company of the Purchase Price and continuing until the later of (i) the date that the Convertible Notes have the right to nominate up to such number of directors to the Board of Directors as is equal to 20been paid in full or (ii) if 100% of the total number principal amount of directors on the Convertible Notes have been converted into Common Stock and/or other equity securities of Purchaser, the date Purchaser no longer owns at least eighty percent (80%) of the shares of Common Stock and/or other securities acquired by Purchaser upon conversion thereof (the “Representation Period”), Purchaser shall be entitled, at its option, to the board representation rights set forth in in this Section 6. 6.2 Immediately following receipt by the Company of the Purchase Price, the Company’s Board of Directors (rounded up the “Board”) shall take all action necessary to expand the size of the Board by one (1) member and appoint one person designated by Purchaser who is reasonably acceptable to the Board to serve as a director of the Company, who shall serve as a director until the next whole number if meeting of stockholders of the total number Company where directors are to be elected and until his respective successor is duly elected and qualified. 6.3 During the Representation Period, at each meeting of stockholders of the Company where directors are to be elected, the Board shall include in its slate of nominees to be submitted to stockholders for election, one person designated by Purchaser who is reasonably acceptable to the Board to serve as a director of the Company. Each director designated by Purchaser to serve on the Company’s Board of Directors is not an even multiple of 5) so long referred to herein as the Block Sale Transferee 6 Note “Purchaser Designee”. 6.4 Notwithstanding Sections 6.1, 6.2 or 6.3 to form: bracketed language the contrary, if at any time after the date hereof the Convertible Notes have been paid in full or, if the Convertible Notes have been converted into Common Stock or other equity securities of the Company, Purchaser ceases to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns own at least 16,825,982 Equity Securities eighty percent (so long as the Ownership Percentage 80%) of the Block Sale Transferee is at least equal shares of Common Stock and/or other securities acquired by Purchaser upon conversion thereof, Purchaser shall cause the Purchaser Designee then serving on the Board to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned promptly tender his or her resignation from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating and any committee of the Board on which he or she then sits. In furtherance of Directors (which committee this Section 6.4, each Purchaser Designee shall, as a condition to his or her appointment or election to the Board, execute and deliver to the Company an irrevocable resignation as director in the form attached hereto as Exhibit D. 6.5 Each Purchaser Designee shall be comprised solely at all times while such Purchaser Designee is a director of “independent directors” as defined by applicable stock exchange listing rules (which term, for the Company comply with the provisions of this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee Agreement and all policies and guidelines of the Board and its committees, and of Directors orthe Company to the extent applicable to Board members, including the Company’s code of ethical conduct, corporate governance guidelines and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy. Each Purchaser Designee shall, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating and as a condition to its nominees being appointed or nominated for election to the extent required Board, acknowledge that his obligations under this Agreement and such policies and guidelines are in addition to the fiduciary, statutory and common law duties of a director of a Delaware corporation and the NASDAQ rules. 6.6 Each Purchase Designee shall, at the time of election or appointment to the Board, meet the qualification requirements to serve as a director under the Delaware General Corporation Law, applicable law to be included in any proxy statement United States securities laws and the rules of the Company and in NASDAQ or any other solicitation materials to be delivered to stockholders of stock exchange on which the Company in connection with Common Stock is then listed. 6.7 During the Representation Period, if a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by Purchaser Designee resigns from the Board or is rendered unable to serve on the Board by reason of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the death, disabilitydisability or disqualification, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is Purchaser shall be entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director for such Purchaser Designee reasonably acceptable to fill such vacancythe Board, and the Company shall use take all reasonable efforts necessary action to cause implement the foregoing as promptly as practicable. Any such vacancy designated replacement who becomes a Board member shall be deemed to be filled with the replacement a Purchaser Designee for all purposes under this Agreement and, prior to his or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed her appointment to the Board of Directors at Board, shall be required to execute and deliver to the next regularly scheduled meeting of Company an irrevocable resignation as director in the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.form attached hereto as Exhibit D.

Board Representation. 5.1 The Block Sale Transferee (a) On and after the Closing Date, Biomark shall have the right to nominate up select two nominees to such number of directors be elected to the Board of Directors of Venaxis, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Any such nominee must meet the qualifications for director set forth in Venaxis' Articles of Incorporation, as is equal amended and Amended and Restated Bylaws ("the Organizational Documents") and must be willing to 20% serve and to comply with applicable Law, including filing necessary reports with the SEC and including that there shall be no Disqualification Event with respect to such nominee. Effective with the Closing, Venaxis shall take all such steps necessary to cause the election of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director such designees to the Board of Directors so long of Venaxis as of immediately following the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvalClosing Date, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in increasing the number of directors constituting the entire Board of Directors of Venaxis to eight (such that the Block Sale Transferee8). Thereafter, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain for so long as Biomark (collectively with its right to nominate directors constituting 20% Affiliates) beneficially owns at least fifteen percent (rounded up15%) of the total number issued and outstanding shares of directors on Venaxis Common Stock, the BoardVenaxis Board of Directors, upon request from Biomark, shall include such individuals, or other Biomark nominees meeting the foregoing qualifications, as a Board nominee in proxy materials soliciting shareholder votes in the election of the Venaxis Board of Directors and shall recommend to Venaxis' shareholders the election of such nominees. If Biomark's beneficial ownership (collectively with its Affiliates) of the outstanding Venaxis Common Stock falls below fifteen percent (15%) but is at least seven and one-half percent (7.5%), the Block Sale Transferee shall, subject to Section 5.2, Biomark shall have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy select one nominee to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed elected to the Board of Directors of Venaxis and to designate one individual to be a Board observer. Any such nominee or designee for Board observer, must meet the foregoing qualifications. If Biomark's beneficial ownership (collectively with its Affiliates) of the outstanding Venaxis Common Stock falls below seven and one-half percent (7.5%) but is at least five percent (5%), Biomark shall have the next regularly scheduled meeting of right to select one nominee to be elected to the Board of Directors immediately following of Venaxis. Any such nominee must meet the Effective Date.]8 8 Note to form: foregoing qualifications. Once Biomark's beneficial ownership (collectively with its Affiliates) of the outstanding Venaxis Common Stock first falls below five percent (5%), the nomination and delegation rights in this Section 6.06 shall cease. (b) Such elected Board members shall be eligible to be included elected to one or more Board committees pursuant to the Organizational Documents, if Block Sale Transferee accepts such director is willing to serve and eligible to serve in accordance with applicable Law, including the board nomination rightsrequirements of the SEC and the stock exchange on which the Venaxis Common Stock is then listed. Venaxis shall enter into a customary indemnification agreement with each such director in the form attached as Exhibit A. (c) Any Board observer shall be entitled to (i) participate in all meetings of Venaxis' Board of Directors, (ii) receive notice of such meetings, and all materials and information, at the same time and in the same manner as given or distributed to members of the Board, and (iii) receive reimbursement of all expenses in connection with participating in such meetings.

Board Representation. 5.1 (i) The Block Sale Transferee shall have Manager has identified ▇▇▇▇▇ ▇. ▇▇▇▇▇ to PPBI and Pacific Premier Bank (“Pacific Premier”) or, if ▇▇. ▇▇▇▇▇ is unable to serve, the right to nominate up to such number of directors Manager will identify another individual mutually acceptable to the Board of Directors as is equal Manager and PPBI (the “Manager Nominee”) to 20% of the total number of directors potentially serve on the Board of Directors of PPBI (rounded up to the next whole number if the total number of directors on “PPBI Board”) and the Board of Directors is of Pacific Premier Bank (the “Pacific Premier Board”). If requested by the Manager prior to the effectiveness of the Merger, PPBI and Pacific Premier Bank agree that, upon such effectiveness, each will appoint such Manager Nominee to the PPBI Board and to the Pacific Premier Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the PPBI Board and the Pacific Premier Board under all applicable corporate governance policies or guidelines of PPBI and Pacific Premier, and applicable legal, regulatory and stock market requirements, (b) the reasonable approval of the Corporate Governance and Nominating Committee of the PPBI Board (such approval not an even multiple to be unreasonably withheld or delayed) and (c) the receipt of 5any necessary regulatory approvals. (ii) From and after the Merger, and for so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept Investors’ beneficial ownership (as determined in accordance with Rule 13d-3 under the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long Exchange Act of 1934, as the Ownership Percentage amended) of the Block Sale Transferee issued and outstanding shares of the common stock of PPBI (“Investors’ Beneficial Ownership”) is at least equal to 159.90% of the Total Equity Securities)or more, provided that PPBI will take all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors orlawful action to, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating Manager, (i) elect the Manager Nominee to the Pacific Premier Board and (ii) nominate and recommend to its nominees shareholders the Manager Nominee for election to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the PPBI Board of Directors to the Companyat PPBI’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time shareholders. If so requested by the deathManager, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company PPBI shall use its reasonable best efforts to cause the candidate(sManager Nominee to be elected as a director of PPBI, and PPBI shall solicit proxies for such person to the same extent as it does for any of its other nominees to the PPBI Board. The Manager shall notify PPBI of any proposed Manager Nominee to the PPBI Board, in writing, no later than the latest date on which shareholders of PPBI may make nominations to the PPBI Board in accordance with the bylaws of PPBI, together with all information concerning such nominee reasonably requested by PPBI, so that PPBI can comply with applicable disclosure rules (the “Nominee Disclosure Information”); provided that in the event the Manager fails to provide any such notice, the Manager Nominee shall be the person then serving as the Manager Nominee as long as the Manager provides the Nominee Disclosure Information to PPBI promptly upon request by PPBI. (iii) nominated If the Manager Nominee ceases to serve as a director of the PPBI Board and/or the Pacific Premier Board for any reason (other than due to the fact that the Investors’ Beneficial Ownership falls below the threshold set forth in this letter agreement), PPBI shall, if so requested by the Block Sale Transferee Manager, use its reasonable best efforts to take all action required to fill the vacancy or 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 she had not been replaced, subject Section 5.2 hereof to such Manager Successor Designee being reasonably acceptable to PPBI and Section 5.02(fqualified to serve as a member of the PPBI Board and the Pacific Premier Board under all applicable corporate governance policies or guidelines of PPBI and Pacific Premier and applicable legal, regulatory and stock market requirements. During any period when a Manager Nominee is not serving on the PPBI Board or Pacific Premier Board but the Manager is entitled to have board representation hereunder, the Manager shall be entitled to receive all materials distributed for or at all meetings (telephonic or otherwise) of the Governance AgreementPPBI Board and the Pacific Premier Board and their respective committees, except for any documents subject to an attorney-client or attorney-client work product privilege. (iv) Subject to subsection 1(v) below, if a Manager Nominee is nominated by PPBI but not elected to the PPBI Board, PPBI shall, if so requested by the Manager, immediately increase the size of the PPBI Board and appoint an individual designated by the Manager and reasonably acceptable to PPBI (such individual to be different from the individual who was not elected by the shareholders of PPBI) to be appointed the PPBI Board. (v) Anything to the contrary provided in this Section 1 notwithstanding, no increase in the size of the PPBI Board shall be required by this Section 1 if it would cause the size of Directors the PPBI Board to exceed the maximum size permitted under PPBI’s Amended and Restated Certificate of Incorporations (“Certificate of Incorporation”) or Amended and Restated Bylaws (“Bylaws”); provided that PPBI shall use its reasonable best efforts to amend such Certificate 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 Certificate of Incorporation or Bylaws to increase the number of seats submitted to a vote of shareholders at PPBI’s next annual meeting of shareholders. (vi) At such time as the Investors’ Beneficial Ownership is less than 9.90% the Manager will have no further rights under this letter agreement, and at the next regularly scheduled meeting written request of the PPBI Board, the Manager shall use its reasonable best efforts to cause the Manager Nominee to resign from the PPBI Board as promptly as possible thereafter, and at the written request of Directors immediately following the Effective Date.]8 8 Note Pacific Premier Board, the Manager shall use its reasonable best efforts to form: cause the Manager Nominee to be included if Block Sale Transferee accepts resign from the board nomination rightsPacific Premier Board as promptly as possible thereafter.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Until the right earlier to nominate up occur of the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to such number the Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of directors to the Apollo/Blackstone Shares (the “Shareholder Designee Period”), the Board of Directors as is equal to 20% shall consist of no more than thirteen (13) directors during the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) Shareholder Designee Period. For so long as the Block Sale Transferee 6 Note Apollo/Blackstone Shareholders are entitled to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as two Shareholder Designees under this Agreement, the Ownership Percentage of the Block Sale Transferee is at least equal Apollo/Blackstone Shareholders shall be entitled to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee and other than such committees on which membership of a Shareholder Designee is prohibited by applicable law or by the rules of the New York Stock Exchange. (which committee shall b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, the Company will cause D▇▇▇▇ ▇▇▇▇▇▇▇ to be comprised solely elected or appointed to the Board of “independent directors” Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company’s Nominating Committee (as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)herein) (or by an equivalent committee of shall recommend to the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included inclusion in the slate of nominees recommended by the Board of Directors to the Company’s stockholders shareholders for election as directors at each annual meeting of shareholders of the stockholders Company: (i) no more than two persons who are executive officers of the Company and shall use all reasonable efforts to cause (“Management Directors”), (ii) (A) five Shareholder Designees, so long as the election of each director nominee Apollo/Blackstone Shareholders beneficially own 80% or more of the Block Sale Transferee that has received such approvalApollo/Blackstone Shares, including soliciting proxies in favor (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the election Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of such persons. 5.4 In the event Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a “Beneficial Ownership Threshold”); provided, however, that a vacancy is created if at any time as a result of the Company’s issuance of Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the “Actual Voting Power Threshold”), the Apollo/Blackstone Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) such other persons, each of whom is (A) recommended by the Nominating Committee and (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities (“Unaffiliated Directors”). If any vacancy (whether by death, disability, retirement, resignation disqualification, removal from office or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1other cause, or by any increase in the number of directors constituting directors) occurs prior to a meeting of the entire Company’s stockholders, the Board (such that the Block Sale Transfereei) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded upii) of the total number of directors on the Board), the Block Sale Transferee shallshall appoint, subject to Section 5.23.1(d), a person designated by the Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (except as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders’ beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders’ beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and each such person shall be a Management Designee, Shareholder Designee or Unaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the “Nominating Committee”), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to recommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the Board of Directors. Notwithstanding the foregoing, if the Apollo/Blackstone Shareholders beneficially own less than 50% of the Apollo/Blackstone Shares, the Nominating Committee shall be comprised of individuals only one of whom is a Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company’s Bylaws in a form reasonably acceptable to the parties to this Agreement, which shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the right nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) or any other obligation under this Section 3.1 if the Apollo/Blackstone Shareholders are in breach of any material provision of this Agreement. (c) Upon any decrease in Apollo/Blackstone Shareholders’ beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company’s Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Company’s obligations under this Section 3.1 shall terminate. (d) Notwithstanding the provisions of this Section 3.1, the Apollo/Blackstone Shareholders shall not be entitled to designate any person to the Company’s Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the Apollo/Blackstone Shareholders shall withdraw the designation of such proposed Shareholder Designee and designate a replacement or additional Director therefor (which replacement Shareholder Designee shall also be subject to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 requirements of this Section). The Company shall use its reasonable best efforts to cause notify the candidate(s) nominated Apollo/Blackstone Shareholders of any objection to a Shareholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Block Sale Transferee Company in connection with such election of directors to enable the Apollo/Blackstone Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (subject Section 5.2 hereof and Section 5.02(fe) of the Governance Agreement) to be appointed to Each Shareholder Designee serving on the Board of Directors at the next regularly scheduled meeting shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Board of Directors immediately following Company on the Effective Date.]8 8 Note same terms provided to, and subject to form: to be included if Block Sale Transferee accepts the board nomination rightssame limitations applicable to, such directors.

Board Representation. 5.1 The Block Sale Transferee (a) On the Closing Date, a designee of Purchaser (the "Purchaser Designee") who is reasonably acceptable to the Company shall have the right to nominate up to such number of directors be appointed to the Board of Directors as is equal to 20% of the total number Company and the Audit Committee of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors Thereafter, for so long as Purchaser owns the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as Minimum Interest, Purchaser shall be entitled to designate one Purchaser Designee reasonably acceptable to the Block Sale Transferee’s Ownership Percentage is at least equal Company on the management slate of nominees to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Company's Board of Directors. At least 90 days prior to each annual meeting of stockholders at which a Purchaser Designee will stand for election, Purchaser shall provide written notice to the Company indicating the Purchaser Designee to be nominated by Purchaser at such annual meeting. 5.2 Each director nominee proposed by (b) Subject to applicable law, the Block Sale Transferee must qualify Company shall use its best effort at all times to take such action as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by is necessary to ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to the stockholders of the Company that the stockholders elect the Purchaser Designee to the Board of Directors. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which committee shall be comprised solely they serve, any and all benefits (including, without limitation, any director compensation and grants of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude options under the any directors nominated by non-employee director plan of the Block Sale Transferee)Company) (or by an equivalent committee generally provided to all of the other members of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee Company. (c) If at any time Purchaser is entitled to nominate designate a nominee to the Board of Directors pursuant to this Section 5.1. 5.3 Subject 4.06 and Purchaser does not have a representative on the Board, so long as Purchaser owns the Minimum Interest, the Company shall permit one representative of Purchaser (which representative shall be reasonably acceptable to the approval Company) to attend, but not vote, as an observer at each meeting of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (Board of Directors or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement committee of the Board empowered to act with full authority of the entire Board, including telephonic meetings. The Company and in shall cause notice of any other solicitation materials meeting of the Board of Directors or any such committee of the Board to be delivered to stockholders any such representative at the same time and in the same manner as notice is given to the members of the Company in connection with a stockholders meeting, Board of Directors. Such representative will be entitled to receive all written materials given to the Company shall cause each director nominee members of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors in connection with such meetings at the time such materials and information are given to the Company’s stockholders Board of Directors. The Company shall reimburse such representative for election as directors at each annual meeting his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the stockholders Board of Directors or any such committee of the Company and Board. (d) Each Purchaser Designee shall use all reasonable efforts be entitled to cause the election of each director nominee serve on any standing committee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 . The Company shall use its best efforts at all times as is necessary to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be ensure that each Purchaser Designee is appointed to the Board of Directors at the next regularly scheduled meeting all such committees of the Board of Directors immediately following Directors. (e) For so long as any Purchaser Designee remains on the Effective Date.]8 8 Note Board of Directors, the Company shall use best efforts to form: maintain directors' and officers' liability insurance with financially sound and reputable insurers at a level of coverage of at least $10,000,000. (f) Neither the Purchaser nor any Purchaser Designee nor any representative of the Purchaser nor any of the Affiliates of the foregoing, including IHM, will disclose to be included if Block Sale Transferee accepts any third party, or use for any purpose unrelated to the board nomination rightsperformance of such person's duties for the Company (including the purchase and sale of the capital stock of the Company), any material non-public information received pursuant to this Agreement or otherwise.

Board Representation. 5.1 (a) The Block Sale Transferee Board shall have the right to nominate consist of up to such number of directors nine members. The Purchaser shall be entitled to designate nominees for election or appointment to the Board of Directors (the “Purchaser Representatives”) as is equal to 20% of the total number of directors on the Board of Directors follows: (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5i) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns Purchaser holds at least 16,825,982 Equity Securities 90,000 Convertible Preferred Shares (or the corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate three Purchaser Representatives; (ii) so long as the Ownership Percentage Purchaser holds at least 45,000 Convertible Preferred Shares (or the corresponding number of the Block Sale Transferee is at least equal to 15% Restricted Voting Shares issued upon conversion of the Total Equity SecuritiesConvertible Preferred Shares), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee it shall have the right be entitled to nominate one director to the Board of Directors designate two Purchaser Representatives; and (iii) so long as the Block Sale Transferee Beneficially Owns Purchaser holds at least 11,217,321 Equity Securities 22,500 Convertible Preferred Shares (so long as or the Block Sale Transferee’s Ownership Percentage is at least equal to 5% corresponding number of the Total Equity SecuritiesRestricted Voting Shares issued upon conversion of the Convertible Preferred Shares), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rulesit shall be entitled to designate one Purchaser Representative. The director nominees proposed by parties hereto acknowledge and agree that the Block Sale Transferee must be approved by Purchaser is entitled to appoint certain designees to the nominating committee of the Company’s Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by pursuant to the Block Sale Transferee)) (or by an equivalent committee terms of the Special Voting Preferred Shares and that this provision is intended to be in furtherance of such rights. In no event will this Section 2.1 be construed to duplicate the rights granted to the Purchaser pursuant to the terms of the Special Voting Preferred Shares. The Purchaser shall not Transfer any of the Special Voting Preferred Shares. In the event that the Purchaser no longer holds any Special Voting Preferred Shares and is therefore not entitled to elect directors to the Company’s Board of Directors or, if no such committee exists, by a committee pursuant to the terms thereof; this Section 2.1 shall be controlling. (b) The Company acknowledges that the Purchaser shall be entitled to appoint three Purchaser Representatives to the Board pursuant to the terms governing the Special Voting Shares upon issuance of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated the Special Voting Shares to the Purchaser by the Block Sale Transferee)), and, if such approval is not granted Company. (c) The Purchaser acknowledges that it shall appoint the Purchaser Representative(s) to one or more the Board in accordance with the terms governing the Special Voting Preferred Shares directly following the issuance of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal Special Voting Preferred Shares to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested Purchaser by the Company relating to its nominees to and following each future meeting of the extent required under applicable law to be included in any proxy statement holders of the Restricted Voting Shares where directors of the Company and in any other solicitation materials to be delivered to stockholders have been elected by holders of the Company in connection with Restricted Voting Shares at such meeting. Any appointees by the Purchaser shall be subject to such appointee being acceptable to the Company’s corporate governance and nominating committee, acting reasonably. (d) In the event that any Purchaser Representative shall cease to serve as a stockholders meetingdirector of the Company, whether due to such Purchaser Representative’s death, disability, resignation or removal, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval Board to be included in the slate of nominees recommended appoint a replacement Purchaser Representative designated by the Board of Directors Purchaser to fill the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received vacancy created by such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal removal. (with e) The Purchaser shall promptly notify the Company in writing if ceases to hold at least 90,000, 45,000 or without Cause) 22,500, as the case may be, Convertible Preferred Shares (or the corresponding number of any Director nominated by the Block Sale Transferee pursuant Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares). In addition, the Purchaser shall deliver a certificate to Section 5.1the Company, or by any increase in from time-to-time as the Company shall reasonably request, certifying the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) securities of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated beneficially owned by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors Purchaser as at the next regularly scheduled meeting date of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightssuch certificate.