Common use of Board Representation Clause in Contracts

Board Representation. (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no Investor Designee is on the Board of Directors.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) belowherein, during the period beginning on at the ninety first closing of the IPO until the earliest of (91sta) day following the twelfth anniversary of the date of effectiveness the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) person designated of such Investor Designee(s) as a director on the Board of Directors does not expire at any time and from time to time by the Investor (the “Investor Designee”)such Election Meeting. In the event that the an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to will be filled by the election or appointment of another director Investor Designee nominated by the Investor Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor The Investors will provide the Company, in writing, the information about the any Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the InvestorInvestors, and will cause the any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor Investors shall not be entitled to designate a particular individual any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such 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 listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the Bylawsnominating committee thereof). The Company shall notify the Investor Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times . The Investors shall use reasonable best efforts to Section 3(n) below and the other limitations set forth propose an Investor Designee sufficiently in this Section 2(c), during the period beginning at the closing advance of the IPO until such time as date on which the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) proxy materials are to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with be mailed by the Company in a form that is reasonably acceptable connection with an Election Meeting to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members allow for inclusion of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no an Investor Designee is on the Board of Directorsin such proxy materials.

Board Representation. (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its AffiliatesThe Stockholders, collectively, beneficially own (i) shall have the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stockright to designate either ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇, the Company shall support the nomination ofas they may choose, and cause the Board of Directors to include in the slate of nominees recommended for election to the Company’s stockholders for election as 's board of directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning board at the closing of the IPO transactions contemplated by the Purchase Agreement, to serve until such the next annual meeting of the stockholders of the Company. Thereafter, if any one of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ (i) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and (ii) is either an employee of the Investor Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and its Affiliatesthe Company ((i) and (ii) above, collectively, no longer beneficially own the Required Shares"Board Qualifications"), the Company shall invite a designee agrees to cause such Stockholder to be included in management's slate of nominees for election at each annual meeting of the Investor (the “Observer”) to attend all meetings stockholders of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in expiration of his term, for so long as such Stockholder meets the same manner as provided to such directors; providedBoard Qualifications. If, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s iboth ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then ▇▇▇▇ ▇▇▇▇▇▇▇ meet the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and the Company agrees to cause such Stockholder so chosen to be included in effect management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and applicable ▇▇▇▇ ▇▇▇▇▇▇▇ is not a member of the Company's Board of Directors to members be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors. Additionally, Directors of the rights set forth in this Section 2(c) may only be exercised by the Investor at Company determines as to any particular meeting or meetings that considerations of confidentiality make such time or times when no Investor Designee is on the Board of Directorsattendance inappropriate.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) belowherein, during the period beginning on at the ninety first closing of the IPO until the earliest of (91sta) day following the twelfth anniversary of the date of effectiveness the closing of the Company’s registration statement on Form S-1 related to the IPO, at any ; (b) such time at which as the Investor and its AffiliatesAffiliates no longer beneficially owns at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, collectivelycombinations, beneficially own splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, (i) with respect to one of its two Investor Designees, such time as the Required Shares Investor holds less than 20% of the as-converted securities of the Company, and (ii) at least 4.9with respect to both of its Investor Designees, such time as the Investor holds less than 5% of the as-converted securities of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), two (2) persons designated at any time and from time to time by the Investor (each an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by Company an Investor Designee if the Investor (already has at least two Investor Designees serving as directors on the “Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee”)Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that the an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to will be filled by the election or appointment of another director Investor Designee nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investor will provide the Company, in writing, the information about the any Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not be entitled to designate a particular individual any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such 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 listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the Bylawsnominating committee thereof). The Company shall notify the Investor as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times . The Investor shall use reasonable best efforts to Section 3(n) below and the other limitations set forth propose an Investor Designee sufficiently in this Section 2(c), during the period beginning at the closing advance of the IPO until such time as date on which the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) proxy materials are to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with be mailed by the Company in a form that is reasonably acceptable connection with an Election Meeting to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members allow for inclusion of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no an Investor Designee is on the Board of Directorsin such proxy materials.

Board Representation. (a) Subject to Sections 2(b) The Company and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness each member of the Company’s registration statement on Form S-1 related ACI Control Group shall take all reasonable measures, if any, within its respective control to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors to consist of at least five (5) directors who qualify as “independent” under the applicable rules of the New York Stock Exchange (the “NYSE”) and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Independent directors may include one or more nominees nominated pursuant to this Section 2.01. From and after such time as the Company ceases to a “controlled company” within the meaning of the corporate governance standards of the NYSE and after the expiration of any applicable transition periods under such standards, the majority of the Board of Directors shall be comprised of members who are “independent” under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. At all times the Company shall take all action necessary to cause the number of directors constituting the Board of Directors (regardless of the number of independent or other directors otherwise required) to be at least such number as shall be necessary to provide for the designation of one or more directors by each Sponsor entitled pursuant to this Section 2.01 to designate to the Board of Directors one or more directors. (b) The Company and each member of the ACI Control Group shall take all reasonable measures, if any, within its respective control, to cause the Chief Executive Officer of the Company to be nominated and supported by the Company for election as a director. (c) For so long as Cerberus has, in the aggregate, beneficial ownership of (i) at least 20% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors four (4) directors; (ii) less than 20% but at least 10% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors two (2) directors; and (iii) less than 10% but at least 5% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors one (1) director. (d) For so long as Schottenstein has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, Schottenstein shall be entitled to designate to the Board of Directors one (1) director. (e) For so long as ▇▇▇▇▇ has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, ▇▇▇▇▇ shall be entitled to designate to the Board of Directors one (1) director. (f) For so long as a Sponsor is entitled to designate one or more directors to the Board of Directors pursuant to this Section 2.01, the Company agrees it shall take all action reasonably available to it to cause such individual(s) who satisfy the Director Requirements (or any replacement designated by such Sponsor) 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 Companystockholders of the Company (and/or in connection with any special meeting of stockholders or election by written consent) and the Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of the election of such nominee(s). (g) If the number of directors that a Sponsor is entitled to designate to the Board of Directors is reduced pursuant to the terms of this Section 2.01, then such Sponsor shall promptly cause a number of directors equal to such reduction to resign from service on the Board of Directors, including all committees thereof. Each Sponsor shall cause any director designated to the Board of Directors by it to resign from service on any committee of the Board of Directors if, as a result of such director’s service on such committee, such committee does not satisfy the requirements of applicable law or the NYSE rules for service on such committee. (h) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director designated by a Sponsor to the Board of Directors pursuant to this Section 2.01, or in the event of the failure of any such nominee of a Sponsor to be elected, the Sponsor who designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy (but only if the Sponsor would be then entitled to designate such director pursuant to the foregoing provisions of this Section 2.01). The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Incorporation and Bylaws of the Company then in effect, to cause the Board of Directors to promptly elect such designee to the Board of Directors. Any other vacant director position(s) or newly created directorship(s) shall be filled by the Board of Directors, upon the recommendation of the Nominating Committee. (i) For so long as such Sponsor has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, each of Cerberus, Kimco and ▇▇▇▇▇▇-▇▇▇▇▇ shall have the right to designate one (1) person observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time by for so long as such Sponsor has a right to designate an Observer. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall also have the Investor right to be an Observer. (j) An Observer may attend any meeting of the “Investor Designee”). In Board of Directors, provided, that no Observer shall have the event that the Investor Designee resigns his right to vote or her seat on otherwise participate in the Board of Directors or is removed or otherwise fails meeting in any way other than to become or ceases to observe any applicable meeting of the Board of Directors. Observers shall be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment provided advance notice of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings each meeting of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of in the disinterested same manner and at the same time as the other members of the Board of Directors reasonably and in good faith determinesshall be given copies of all documents, after consultation with the Company’s outside legal counsel materials and upon written advice of such counsel, that such person would not be qualified other information as and when given to serve as a director other members of the Company under applicable lawBoard of Directors, rule or regulationprovided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, rule the Observer shall be excluded from attending any meeting of the stock exchange on which Board of Directors or receiving any materials to the Company’s shares are listed extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the Bylaws. The Company shall notify the Investor case of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance conflict of the date on which the proxy materials related to any interest involving such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination Observer or as otherwise deemed necessary or advisable by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the . The Board of Directors and each or any committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves have the right to withhold any information and to exclude the an Observer from any meeting or portion thereof that in the (A) Board sole discretion of Directors determines based upon a majority of the advice of outside counsel that (i) access to such information or members in attendance at such meeting would adversely affect the attorneymeeting. Each Observer shall be a natural person. The Company shall reimburse each Observer for his or her reasonable out-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) of-pocket costs incurred to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members attend meetings of the Board of Directors. AdditionallyThe Company agrees that each Observer shall be entitled to the benefit of the indemnification and advancement of expenses provided by, or granted pursuant to, the rights set forth in this Section 2(c) may only be exercised by Bylaws of the Investor at Company as if such time or times when no Investor Designee is on Observer was a director of the Board of DirectorsCompany.

Board Representation. (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness of the Company’s registration statement on Form S-1 related The Company shall at or prior to the IPOClosing Date cause three vacancies, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if constituting a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and be created on its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consentsDirectors, and other materials that it provides to its directors at on the same time Closing Date shall cause each of Messrs. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ , who have been designated by the Purchasers to be elected to its Board of Directors. For at least two (2) years after the Closing Date, one member of the Board of Directors shall be an independent director and window policies one director shall be the Chief Executive Officer of the Company. (b) Commencing with the annual meeting of stockholders of the Company immediately following the election of such persons to the Board of Directors, and at each annual meeting of stockholders of the Company thereafter, so long as the Purchasers hold (A) shares of Common Stock, or (B) Preferred Shares convertible and/or Warrants exercisable, in each case, after giving effect to any adjustments, into shares of Common Stock that in the aggregate represent 25% or more of the total number of shares of Common Stock of the Company then outstanding on a fully diluted basis, the Purchasers shall be entitled to nominate (in effect and applicable addition to members any rights granted to the holders of Preferred Stock as set forth in the Certificate of Amendment), from time to time, that number of directors to the Company's Board of Directors that would constitute a majority of the Board of Directors. AdditionallyThe Company shall cause such nominees of the Purchasers to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its best efforts to cause the election of such nominees, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such persons. The Board of Directors shall appoint a Nominating Committee, consisting of the Chief Executive Officer of the Company, a director designated by the Purchaser and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which shall recommend two nominees for election as directors at the first Annual Meeting of Stockholders following the Closing (which Annual Meeting shall occur not earlier than 180 days following the Closing Date). (c) In the event any nominee of the Purchasers shall cease to serve as a director for any reason, the rights set forth in this Section 2(c) may only Company shall use its best efforts to cause the vacancy resulting thereby to be exercised filled by a nominee of the Investor at such time or times when no Investor Designee is on the Board of DirectorsPurchasers.

Board Representation. (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the The Company shall support promptly cause two vacancies to be created on its Board of Directors (by increasing the nomination of, and cause number of members of the Board of Directors or otherwise) and at the Initial Closing shall cause two persons designated by the Fund (unless, after customary investigation of such persons' qualifications, the Board of Directors reasonably determines in good faith that either or both of such persons is not qualified or acceptable under standards applied fairly and equally to include all nominees) to be selected to fill such vacancies. One of the persons designated by the Fund may, at the Fund's written election, be designated by an Additional Investor, but in no case shall the Holders of Preferred Stock collectively designate more than two persons to serve on the Board of Directors. Such designees shall serve until the next succeeding annual meeting of stockholders of the Company to be held after such election. (b) Commencing with such next succeeding annual meeting of stockholders of the Company referred to in Section 8.10(a), (i) so long as the Fund holds 50% of the shares of Preferred Stock or Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate two directors to the Company's Board of Directors (one of whom at the Fund's written election may be designated by an Additional Investor) or (ii) so long as the Fund holds 25% of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not such shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate one director to the Company's Board of Directors, and, in either case, at relevant future annual meetings of the stockholders of the Company, a successor to replace any such director upon expiration of his or her term. The Company shall cause such designees (unless, after customary investigation of any such person's qualifications, the Board of Directors reasonably determines in good faith that such person is not qualified or acceptable under standards applied fairly and equally to all nominees) to be included in the slate of nominees recommended by the Board to the Company’s 's stockholders for election as directors directors, and the Company shall use its reasonable best efforts to cause the election of such designees, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, if the Fund has not designated a person pursuant to Section 8.10(a), or if the Fund is entitled to designate a director or directors to the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the 's Board of Directors or is removed or otherwise fails by virtue of the first sentence of this Section 8.10(b) and the Fund does not designate at least one director to become or ceases to be a director for any reasonthe Company's Board of Directors, the Company Fund shall cause the vacancy be entitled to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules receive all notices and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis distributed to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with of the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company designate one person who shall invite a designee of the Investor (the “Observer”) be entitled to attend all meetings of the Board of Directors and each committee committees thereof and to receive minutes of all such meetings upon preparation thereof. (c) In the event any designee of the Fund (or at the Fund's written election, by an Additional Investor) shall cease to serve as a director for any reason, other than by reason of the Fund not being entitled to designate a designee as provided in a nonvoting observer capacity. In this respectSection 8.10(a) or 8.10(b), the Company shall give use its reasonable best efforts to cause the Observer copies vacancy resulting thereby to be filled by a designee of all notices, minutes, consents, and other materials that it provides to its directors the Fund (or at the same time and in the same manner as provided to such directors; providedFund's written election, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or by an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no Investor Designee is on the Board of DirectorsAdditional Investor).

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) belowherein, during the period beginning on at the ninety first closing of the IPO until the earliest of (91sta) day following the twelfth anniversary of the date of effectiveness the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) person designated of such Investor Designee(s) as a director on the Board of Directors does not expire at any time and from time to time by the Investor (the “Investor Designee”)such Election Meeting. In the event that the an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to will be filled by the election or appointment of another director Investor Designee nominated by the Investor Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor The Investors will provide the Company, in writing, the information about the any Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the InvestorInvestors, and will cause the any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor Investors shall not be entitled to designate a particular individual any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such 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 listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the Bylawsnominating committee thereof). The Company shall notify the Investor Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times . The Investors shall use reasonable best efforts to Section 3(n) below and the other limitations set forth propose an Investor Designee sufficiently in this Section 2(c), during the period beginning at the closing advance of the IPO until such time as date on which the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) proxy materials are to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with be mailed by the Company in a form that is reasonably acceptable connection with an Election Meeting to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members allow for inclusion of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no an Investor Designee is on the Board of Directorsin such proxy materials.

Board Representation. (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness Effective as of the Company’s registration statement on Form S-1 related Closing, for such period of time as Stockholder continues to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Beneficially Own Shares and (ii) at least 4.9that constitute not less than 15% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors all of the Company, one (1) person designated at any time issued and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reasonoutstanding Shares, the Company shall cause such number of persons, equaling not less than 20% of the vacancy total number of directors on the Board and designated by Stockholder in a written Stockholder Nominee Notice (a "Stockholder Nominee Notice") delivered to the Company not less than 60 days prior to the annual meeting of the Stockholders of the Company, to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide Nominating Committee for election or reelection to the Board at the next annual meeting of the Stockholders of the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding In the provisions of Section 2(a)event that Stockholder ceases to Beneficially Own at least 15%, the Investor shall not designate a particular individual as a nominee but continues to the Board of Directors if a majority Beneficially Own more than 10%, of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite agrees to cause the Nominating Committee to nominate one person designated by Stockholder in a designee Stockholder Nominee Notice, delivered to the Company not less than 60 days prior to the annual meeting of the Investor (the “Observer”) to attend all meetings Stockholders of the Company, for election or reelection to the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in next annual meeting of the same manner as provided to such directorsStockholders of the Company; provided, however, that in the event that Stockholder ceases to Beneficially Own at least 15% of the Shares, the directors who were not designated by Stockholder may, by majority vote of such Observer shall agree directors at any time, request such number of directors designated by Stockholder to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer resign from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith so only one director designated by Stockholder remains on the Board, and Stockholder shall immediately cause such director or directors to resign from the Board. (c) In the event that the Observer or an Affiliate Stockholder ceases to Beneficially Own more than 5% of the Observer is a competitor Shares, the directors who were not designated by Stockholder may, by majority vote of such directors at any time, request any or all of the Companydirectors designated by Stockholder to resign from the Board, and Stockholder shall immediately cause such director or (ii) directors to protect trade secrets. With respect to resign from the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no Investor Designee is on the Board of DirectorsBoard.

Board Representation. (a) Subject In addition to Sections 2(band not in lieu of board representation rights provided for in Section 2(a) of that certain Stock Purchase Agreement dated November 15, 1990 between Akorn and 3(nThe ▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust dated September 20, 1989, for so long as EJ Funds and its Affiliates in the aggregate hold shares of Common Stock representing five percent (5%) below, beginning on the ninety first (91st) day following the date of effectiveness or more of the Company’s registration statement on Form S-1 related to the IPOissued and outstanding shares of Common Stock of Akorn, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company EJ Funds shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves have the right to withhold any information and to exclude the Observer from any meeting designate or portion thereof that the nominate (Aas applicable) Board two (2) directors (one of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Companywhom, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ , has been so designated) to serve on Akorn’s Board of Directors (such Persons designated by EJ Funds, together with any successor designee(s) that may be designated by EJ Funds from time to time, the “EJ Funds Designees”). (b) With respect to each shareholder election of directors of Akorn after the Restatement Effective Date, including at each annual or special meeting of shareholders of Akorn at which directors are elected, Akorn shall cause its Board of Directors and window policies then management to (i) include each of the EJ Funds Designees in effect and applicable to members the slate of nominees recommended by the Board of Directors. AdditionallyDirectors to Akorn’s shareholders for election as directors, (ii) recommend to its shareholders that they vote for the EJ Funds Designees as directors of Akorn, (iii) vote all proxies it may hold in favor of the election of the EJ Funds Designees, except as otherwise directed by any shareholder who submits such proxy and (iv) use its best efforts to cause the EJ Funds Designees to be elected as directors. (c) Akorn shall take no action that would cause its Board of Directors to exceed fifteen in number without the consent of EJ Funds. (d) Notwithstanding the foregoing, Akorn shall not be required to nominate any EJ Funds Designees that may not, by virtue of any state or federal laws or rules of any exchange upon which Akorn’s securities are listed or traded become a director of Akorn. (e) Notwithstanding any provision to the contrary contained herein, the rights set forth in provisions of this Section 2(c) may only 4.17 shall be exercised personal to Akorn and shall survive the termination of this Agreement or any assignment of this Agreement by the Investor at such time or times when no Investor Designee is on the Board of DirectorsEJ Funds.

Board Representation. (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness The Company agrees that if ▇▇▇▇▇▇▇ beneficially owns 17.0% or more of the Company’s registration statement on Form S-1 related to the IPO, then issued and outstanding shares of New Common Stock at any time at which the Investor prior to June 30, 2010, ▇▇▇▇▇▇▇ shall be entitled during such period to nominate one individual (such individual, and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stockany successor to such individual as contemplated in Section 1(a)(iii), the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders “▇▇▇▇▇▇▇ Nominee”) for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members member of the Board of Directors reasonably of the Company (the “Board”); and specifically the Company agrees to: (i) as promptly as practicable and in good faith determinesno event later than ten days following the nomination of the ▇▇▇▇▇▇▇ Nominee as contemplated in this Section 1, after consultation with (1) increase the Company’s outside legal counsel size of the Board by one seat and upon written advice of such counsel, that such person would not be qualified to serve (2) appoint the ▇▇▇▇▇▇▇ Nominee as a director of the Company under applicable law, rule or regulation, rule whose term shall expire on the earlier of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Companytime, or (ii) to protect trade secrets. With respect to the Observerif any, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s ias ▇▇▇▇▇▇▇ ceases to beneficially own 17.0% or more of the issued and outstanding shares of New Common Stock for a period of 30 consecutive days and (B) at the annual meeting of stockholders to be held in 2011, subject to re-election or re-appointment of the ▇▇▇▇▇▇▇ Nominee as provided in Sections 1(a)(ii) and 1(a)(iii), respectively; (ii) unless ▇▇▇▇▇▇▇ has at any time prior to the Termination Date ceased to beneficially own 17.0% or more of the issued and outstanding shares of New Common Stock for a period of 30 consecutive days, at each annual meeting of stockholders of the Company to be held prior to the Termination Date, the Company (1) will cause the slate of nominees standing for election, and recommended by the Board, at each such meeting to include the ▇▇▇▇▇▇▇ Nominee, (2) will nominate and reflect in the proxy statement on Schedule 14A for each such meeting the nomination of the ▇▇▇▇▇▇▇ Nominee for election as a director of the Company at each such meeting, and (3) cause all proxies received by the Company to be voted in the manner specified by such proxies and, to the extent permitted under applicable law and stock exchange rules, cause all proxies for which a vote is not specified to be voted for the ▇▇▇▇▇▇▇ Nominee; and (iii) if the ▇▇▇▇▇▇▇ Nominee ceases to be a director of the Company other than due to ▇▇▇▇▇▇▇ ceasing to beneficially own 17.0% or more of the issued and outstanding shares of New Common Stock for a period of 30 consecutive days at any time prior to the Termination Date, ▇▇▇▇▇▇▇ may propose to the Company a replacement nominee for election as a director of the Company, in which event such individual shall be appointed to fill the vacancy created as a result of the prior ▇▇▇▇▇▇▇ Nominee ceasing to be a director of the Company. (b) The Company agrees that promptly following the appointment or election of the ▇▇▇▇▇▇▇ Nominee, the Company will, upon written request by ▇▇▇▇▇▇▇, cause the ▇▇▇▇▇▇▇ Nominee to be included as a member of any committee of the Board on which the ▇▇▇▇▇▇▇ Nominee is eligible to serve under applicable law or stock exchange or market policy. ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members the Company agree that at all times the following actions will require approval of a majority of directors of the Board Company who are independent of Directors. Additionally▇▇▇▇▇▇▇ and management of the Company, which independent directors may comprise a committee of the Board: (i) the amendment or waiver of any provision of this Agreement, (ii) consent to the assignment of ▇▇▇▇▇▇▇’▇ rights under this Agreement or consent to the relief of ▇▇▇▇▇▇▇’▇ obligations under this Agreement, (iii) the amendment or waiver of any provision of the Rights Agreement (defined in Section 4(a)) or the Registration Rights Agreement, dated as of December 31, 2009, between the Company, ▇▇▇▇▇▇▇ and the holders of New Common Stock from time to time party thereto, in each case to the extent any such amendment or waiver affects ▇▇▇▇▇▇▇, and (iv) redemption of the rights set forth issued under the Rights Agreement. (c) ▇▇▇▇▇▇▇ will provide, as promptly as reasonably practicable, all information relating to the ▇▇▇▇▇▇▇ Nominee (and other information, if any) 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 as contemplated by Section 1(a)(ii). (d) As of the date of this Section 2(c) may only be exercised Agreement an individual nominated by the Investor at such time or times when no Investor Designee is on ▇▇▇▇▇▇▇ has been appointed to the Board of Directorsand such nominee is the ▇▇▇▇▇▇▇ Nominee.

Board Representation. So long as the Purchasers and their Affiliates own (x) at least 50% in aggregate principal amount of the Notes at the time Outstanding, (y) at least 50% of the Warrants at time outstanding or (z) at least 50% of the Warrant Shares at the time outstanding: (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify cause, at the Investor request of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of GS Mezzanine, the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directorsone person, and in no event less than the first business day after such determination by the Board who shall be a managing director, officer or employee of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s iThe ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then Group, Inc. or any of its affiliates, as a Director (the “Nominee”) to the Board of Directors of the Company. In the event of a vacancy caused by the disqualification, removal, resignation or other cessation of service of the Nominee, the Company shall cause the Board of Directors of the Company to elect as a Director (to serve until the Company’s immediately succeeding annual meeting of shareholders) a Nominee who has been designated by GS Mezzanine in effect and applicable a Nominee Notice (as defined in Section 7.8(b) that has been provided to members the Company at least (2) days prior to the date of a regular meeting of the Board of DirectorsDirectors of the Company. AdditionallyGS Mezzanine shall nominate the Nominee pursuant to an additional Nominee Notice in advance of each meeting of shareholders at which the Nominee is to be elected. (b) GS Mezzanine shall provide notice to the Company (the “Nominee Notice”) as required by Section 7.8(a) for the Nominee, which notice shall contain the rights set forth in this Section 2(cname of the Nominee. (c) may only The Company agrees to include such Nominee to be exercised by the Investor at such time added to or times when no Investor Designee is retained on the Board of DirectorsDirectors of the Company pursuant to this Agreement in the slate of nominees recommended by the Board of Directors of the Company to the Company’s shareholders for election as Directors and shall use its reasonable efforts to cause the election or reelection of such Nominee to the Board of Directors of the Company at each meeting of shareholders at which such Nominee is up for election including soliciting proxies in favor of the election of such persons, it being understood that efforts consistent with those used for other members of the slate recommended by the Board of Directors of the Company shall be deemed reasonable. In the event that notwithstanding the provisions of this Section 7.8(c), the Nominee is not elected to the Board of Directors of the Company then, at the written request of GS Mezzanine made within 30 days after the date of the shareholder meeting at which such Nominee was not elected, either, as directed by GS Mezzanine (i) the Company shall promptly call a special meeting of the Company’s shareholders proposing the election of such Nominee not elected to the Board of Directors of the Company or an alternative Nominee as may be designated by GS Mezzanine in accordance with Section 7.8(b) and in connection with such special meeting shall use its reasonable efforts to cause the election of such Nominee by the shareholders of the Company, including recommending the election of such Nominee and soliciting proxies in favor of the election of such Nominee by the shareholders of the Company; or (ii) the Company shall appoint another individual selected by GS Mezzanine as a Director of the Company who shall serve for a term co-extensive with the term such Nominee would have served if such Nominee had been elected (provided that GS Mezzanine shall cause such Director to resign at such time as a Nominee is elected to the Board of Directors of the Company seat that would have been held by the Nominee whose failure to be elected triggered GS Mezzanine’s right to designate another Director). In the event GS Mezzanine elects to call a special meeting of shareholders pursuant to clause (i), the Company shall, until such time as the Nominee being proposed by GS Mezzanine is elected to the Board of Directors of the Company, invite such Nominee who was not elected to the Board of Directors of the Company to attend meetings of the Board of Directors of the Company as an observer and the Company shall afford to such Nominee, on as nearly equivalent basis as is possible (other than the right to vote) as would have been the case if such Nominee had been elected to the Board of Directors of the Company, the opportunity to meaningfully participate in, express views with respect to and have influence on the deliberations of the Board of Directors of the Company, including through receipt, at the same time as the Board of Directors of the Company receives the same, of all information and material as is distributed to the Board of Directors of the Company, subject to appropriate confidentiality requirements and attorney-client privilege limitations. At the direction of GS Mezzanine, the Company shall use reasonable efforts to cause the removal from the Board of Directors of the Company of any Nominee. (d) The Board of Directors of the Company shall not establish or employ committees as a means designed to circumvent or having the effect of circumventing the rights of GS Mezzanine under this Agreement to representation on the Board of Directors of the Company. (e) At all times after an Equity Offering and for so long as the Nominee is a Director of the Company, the Company shall cause to be maintained directors’ and officers’ liability insurance covering all directors and officers of the Company (regardless of whether such insurance shall be obtained prior to an Equity Offering or after an Equity Offering), including coverage in an amount of at least $10,000,000. (f) The Company shall indemnify and hold harmless, to the fullest extent permitted under the Applicable Law, the Nominee to the same extent as all other Directors and on terms no less favorable than under the Certificate by-laws on the date hereof.

Board Representation. (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its AffiliatesThe Stockholders, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves have the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇designate either Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Eric ▇▇▇▇▇▇▇, ▇▇ they may choose, for election to the Company's board of directors by such board at the closing of the transactions contemplated by the Purchase Agreement, to serve until the next annual meeting of the stockholders of the Company. Thereafter, if any one of Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Eric ▇▇▇▇▇▇▇ (▇) holds at least 400,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction) and window policies then (ii) is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company ((i) and (ii) above, the "Board Qualifications"), the Company agrees to cause such Stockholder to be included in effect management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. If, however, both Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Eric ▇▇▇▇▇▇▇ ▇▇▇t the Board Qualifications, the Stockholders shall choose one of them to be nominated for election to the Company's Board of Directors and applicable the Company agrees to members cause such Stockholder so chosen to be included in management's slate of nominees for election at each annual meeting of the stockholders of the Company at the expiration of his term, for so long as such Stockholder meets the Board Qualifications. Further, for so long as the Stockholders collectively own in the aggregate not less than 800,000 shares of Common Stock (which threshold number of shares shall automatically be adjusted from time to time to reflect increases, decreases or exchanges in, or the distribution of additional or different securities in respect of, the Common Stock as a result of any recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction), the Company agrees to cause whichever of Leon▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Eric ▇▇▇▇▇▇▇ ▇▇ not a member of the Company's Board of Directors to be invited to attend meetings of the Company's Board of Directors as an observer (so long as he is either an employee of the Company or is subject to the noncompetition covenants of Article VII of the Purchase Agreement or Section 7 of the Employment Agreement of even date herewith between him and the Company), unless the Board of Directors. Additionally, Directors of the rights set forth in this Section 2(c) may only be exercised by the Investor at Company determines as to any particular meeting or meetings that considerations of confidentiality make such time or times when no Investor Designee is on the Board of Directorsattendance inappropriate.

Board Representation. (a) Subject Until the Investor ceases to Sections 2(bown more than ten percent (10%) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness of the Company’s registration statement on Form S-1 related to Outstanding Common Shares (the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own “Nominee Right Threshold”) either (i) the Required Shares and for a period in excess of thirty (30) days or (ii) at least 4.9% of the Company’s thenmore than once in any one-outstanding voting Common Stockyear period, the Investor shall be entitled to nominate, by written notice to the Company shall support the nomination of, and cause (an “Investor Nominee Notice”) one individual to be appointed to the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor DesigneeNominee”). Each Investor Nominee shall, prior to his or her appointment to the Board, provide all information and sign all documents required to be provided and signed pursuant to applicable Securities Laws and shall be required to meet the individual qualification requirements for directors under Applicable Law (the “Legal Qualification Requirement”) and be approved by the Company (together with the Legal Qualification Requirement, the “Qualification Requirements”). In connection with the event that foregoing, if and for so long as the Investor Designee resigns his or her seat is entitled to nominate an Investor Nominee: (i) at the annual meeting of shareholders of the Company to be held in 2018 and at each subsequent meeting of shareholders on the Board of Directors or is removed or otherwise fails to become or ceases Company thereafter at which directors are to be a director for any reasonelected, the Company shall cause the vacancy Investor Nominee to be filled included in the slate of nominees proposed by the Company to the shareholders of the Company for election or appointment as directors; (ii) the Company shall use commercially reasonable efforts to cause the election of another director nominated by each Investor Nominee, including recommending that shareholders of the Company vote in favour of the election of, and soliciting proxies in favour of the election of, the Investor Nominee; (iii) the Company shall provide written notice to the Investor of any: (A) annual meeting of the shareholders of the Company at which directors of the Company are to be elected at least sixty (60) days prior to the date of such annual meeting of shareholders of the Company and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), as soon as reasonably practicable practicable, and, in compliance with applicable lawsany event, rules and regulations. at the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made; (iv) an Investor will provide Nominee Notice must be received by the Company: (A) in the case of an annual meeting of shareholders of the Company, not less than fifty (50) days prior to the date of such annual meeting of shareholders of the Company; provided, however, that in writingthe event that the annual meeting of shareholders of the Company is to be held on a date that is less than fifty (50) days after the date (the “Investor Nominee Notice Date”) that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the annual meeting was made, an Investor Nominee Notice must be received by the information about Company no later than the close of business on the tenth (10th) day following the Investor Designee Nominee Notice Date; and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the tenth (10th) day following the day that is reasonably the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made, but in any event no later than ten (10) days preceding the date on which the Company is required by applicable law for inclusion Securities Law to mail a management information circular in respect of the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investormeeting, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form provided that the Company provides to its outside directors generallyshall have notified the Investor of such date as soon as practicable. In no event shall any adjournment or postponement of a meeting of shareholders of the Company or the announcement thereof commence a new time period for the delivery or mailing of an Investor Nominee Notice as described in this Section 4.4(a)(iv). (bv) Notwithstanding notwithstanding anything to the provisions contrary herein, if the Investor does not advise the Company of its Investor Nominee within the time set forth in Section 2(a4.4(a)(iv), then the Company shall not be required to include the Investor Nominee in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors at the relevant meeting of shareholders; (vi) if the Investor Nominee ceases to satisfy the Qualification Requirements, at the request of the majority of the members of the Board, the Investor Nominee shall not designate a particular individual as a nominee to resign from the Board of Directors effective immediately; (vii) if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified an Investor Nominee ceases to serve hold office as a director of the Company under applicable lawfor any reason (unless the Investor is not entitled to appoint an Investor Nominee pursuant to Section 4.4(a)), rule including if the Investor Nominee ceases to satisfy the Qualification Requirements, the Investor shall be entitled to nominate an individual that satisfies the Qualification Requirements to replace him or regulationher as a new Investor Nominee and the Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace an Investor Nominee who has ceased to hold office; (viii) the Investor Nominee Notice and any other notice proposing a nominee shall contain sufficient information to allow the Company to determine whether the proposed nominee satisfies the Legal Qualification Requirement and, rule prior to nominating an Investor Nominee, the Investor will give due consideration to the view of the stock exchange on which independent members of the Company’s shares are listed Board as to whether such person is an appropriate addition to the Board given his or her skill set; (ix) the Bylaws. The Investor Nominee shall be provided with equivalent indemnification from the Company and directors’ insurance as the other members of the Board; (x) the Company shall notify the Investor of any objection maintain directors’ insurance coverage that is appropriate in form and substance for companies similar to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection the jurisdictions in which the Company operates; and (xi) the Investor Nominee shall be provided with such election notice of directorsBoard meetings as is required to be given to Board members under the constating documents of the Company. (b) The Investor acknowledges and agrees that the Investor Nominee may be excluded from meetings of the Board or applicable portions thereof in the event of actual or potential conflicts of interest, as and in no event less than to the first business day after such determination extent determined by the Board of DirectorsBoard, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreementacting reasonably. (c) Subject The Investor shall forthwith notify the Company in writing if the Investor ceases to hold the Nominee Right Threshold. At the request of the Company at all times any point after the Investor ceases to be entitled to appoint an Investor Nominee pursuant to Section 3(n) below 4.4(a), the Investor Nominee shall resign from the Board, effective immediately and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor shall have no further right hereunder to designate an Investor Nominee and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of cease to have any obligations pursuant to this Section 4.4. In determining whether it holds the Nominee Right Threshold, the Investor (is entitled to rely on the “Observer”) to attend all meetings number of Outstanding Common Shares most recently disclosed in the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, disclosure documents filed by the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form Securities Regulators that is reasonably acceptable to the Company are available on SEDAR and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ unless the Investor has actual knowledge that the number of Outstanding Common Shares is different from such disclosed number. (d) Upon an Investor Nominee joining the Board, he or she shall sign an undertaking whereby he or she will offer his or her resignation from the Board in the circumstances mentioned in Sections 4.4(a)(vi) and window policies then in effect 4.4(c). (e) Subject to Applicable Law and applicable provided that the Investor is entitled to members appoint an Investor Nominee pursuant to Section 4.4(a), the Board shall use commercially reasonable efforts to cause the appointment of the initial Investor Nominee to the Board as soon as reasonably practicable following the later of Directors. Additionally(i) the date of the Corporation’s receipt of an Investor Nominee Notice in respect of the initial Investor Nominee, (ii) the Closing Date and (iii) the annual meeting of the shareholders of the Company scheduled to be held on May 12, 2017 or adjournment or postponement thereof, and, upon such appointment, the rights set forth in this Section 2(c) may only initial Investor Nominee shall be exercised by the Investor at such time or times when no Investor Designee is entitled to serve on the Board until the annual meeting of Directorsshareholders of the Company at which directors of the Company are to be elected in 2018.

Board Representation. So long as Bessemer -------------------- Venture Partners III L.P. or its general partner or affiliates of such general partner (a"Bessemer") Subject to Sections 2(bowns not less than fifty -------- percent (50%) and 3(n) below, beginning of the shares of the Preferred Stock it holds as set forth on the ninety first (91st) day following Schedule A as of the date of effectiveness Bessemer first executes this Agreement (or an equivalent amount of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common StockStock issued upon conversion thereof), the Company shall support and the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company Stockholders shall cause the vacancy to be filled by and maintain the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if of a majority representative of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve Bessemer. So long as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VII or its general partners or affiliates or partners of such general partners ("▇▇▇▇▇▇▇") owns not less than ------- fifty percent (50%) of the shares the Preferred Stock it holds as set forth on Schedule A as of the date ▇▇▇▇▇▇▇ first becomes a party to this Agreement (or an equivalent amount of the Common Stock issued upon conversion thereof), the Company and window policies then in effect the Stockholders shall cause and applicable maintain the election to members of the Board of DirectorsDirectors of a representative of ▇▇▇▇▇▇▇. AdditionallySo long as RSA Data Security, Inc., a Delaware corporation ("RSA"), owns not less than the lesser of --- (a) ten percent (10%) of the issued and outstanding voting shares of the Company (on an as converted basis) or (b) seventy-five percent (75%) of the shares of Common Stock held by it as set forth on Schedule A as of the date RSA first executes this Agreement, the rights set forth in this Section 2(c) may only be exercised by Company and the Investor at such time or times when no Investor Designee is on Stockholders shall cause and maintain the election to the Board of DirectorsDirectors of a representative of RSA. In addition, the Company and the Stockholders shall cause and maintain the election to the Board of Directors of a representative of each of the following Stockholders for so long as it or its affiliates owns not less than 50 percent (50%) of the shares of the Preferred Stock it holds as set forth on Schedule A as of the date it first executes this Agreement (or an equivalent amount of Common Stock issued upon conversion thereof): Intel Corporation and VISA." 2.3 Section 6.10 of the Agreement is amended in its entirety to read as follows:

Board Representation. (a) Subject The Company agrees to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness of the Company’s registration statement on Form S-1 related to the IPOtake all actions necessary or appropriate such that, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common StockClosing, the Company shall support the nomination of, and cause the Board board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the CompanyNew GX will be comprised of ten directors, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board four of Directors or is removed or otherwise fails to become or ceases to whom shall be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable lawsST Telemedia, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required four of whom shall be nominated by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable two of whom shall be nominated by the Creditors Committee. The Investors agree to members vote for the director(s) so nominated by the Creditors' Committee. The persons nominated by the Creditors' Committee shall (a) satisfy the "independent" director requirements of the Board New York Stock Exchange whether or not New GX is listed on such exchange and (b) only be entitled to serve as directors on the board of Directorsdirectors of New GX until the second anniversary of the Closing Date; provided, however, that if the Investors acquire, in the secondary market and not through a primary issuance, in one or more transactions, 50% or more of the New Common Shares outstanding as of the Closing (adjusted for stock splits, combinations and other similar events) and owned by Persons other than the Investors and their Affiliates, then the Creditors' Committee shall only be entitled to nominate one person to the board of directors of New GX; and provided, further, that if the Investors acquire, in the secondary market and not through a primary issuance, in one or more transactions, 75% or more of the New Common Shares outstanding as of the Closing (adjusted for stock splits, combinations and other similar events) and owned by Persons other than the Investors and their Affiliates, then the Creditors' Committee shall not be entitled to nominate any person to the board of directors of New GX. AdditionallyNo director nominated by the Creditors' Committee may be removed as a director of New GX during his elected term other than for cause. If any such director shall cease to serve as a director during his term, the rights set forth in this Section 2(c) may only vacancy so created shall be exercised filled by a successor designated by such departing director, or if no such successor is designated, by a successor designated by the Investor remaining director. If New GX does not obtain a Listing (as defined below) on or before the second anniversary of the Closing Date, then for so long as such Listing is not obtained, the Investors shall nominate to the board of directors of New GX at least two persons who shall meet the requirements of clause (a) above. In addition, the Company agrees to take all actions necessary or appropriate such time or times when no Investor Designee is on that, at the Closing, the directors nominated by the Investors are appointed as the Chairman of the board of directors of New GX, the Chairman of the Audit Committee (subject to applicable stock exchange regulations), the Chairman of the Compensation Committee, the Chairman of the Executive Committee and the Chairman of the Nomination Committee (collectively, the "Board of DirectorsCommittees").

Board Representation. (a) Subject If S▇▇ ▇. ▇▇▇▇▇, Ph.D. ceases to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date serve as Chairman of effectiveness of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause the Board of Directors due to include in the slate of nominees recommended (a) D▇. ▇▇▇▇▇’▇ resignation as a director due to a material adverse change to the Company’s condition of D▇. ▇▇▇▇▇ or any member of D▇. ▇▇▇▇▇’▇ immediate family or (b) a vote or written consent of stockholders for election as directors of the Company, one (1) person designated at any time and from time to time in which the requisite majority for approval of such removal by the Investor (stockholders of the “Investor Designee”). In the event that the Investor Designee resigns his or her seat Company does not include any stockholders who serve on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for who are Affiliates of any reasonindividuals who serve on the Board of Directors, the Company shall cause promptly take any and all actions (including by increasing the vacancy to be filled by the election or appointment size of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority Directors) as may be required under the laws of its state of incorporation, its certificate of incorporation and bylaws and any all other applicable laws set forth by any governmental authority in order to (i) cause, within five (5) Trading Days following D▇. ▇▇▇▇▇’▇ departure, (x) the election of two directors designated by Genesis, which designees shall be (A) independent under Section 5605(a)(2) of the disinterested rules of the Nasdaq Stock Market (the “Independence Rules”), (B) not existing stockholders of the Company on the date hereof and (C) persons with relevant experience in either the biotechnology, pharmaceutical or healthcare industries, to serve as members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of from the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO hereof until such time as the Investor and its Affiliatesdirector designees’ resignation, collectivelydeath, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor removal or disqualification (the “ObserverGenesis Designees”) to attend all meetings and (y) the election of a chairman of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, of the Company shall give who qualifies as an independent director under the Observer copies of all notices, minutes, consents, Independence Rules and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information until the Debentures are either repaid or attendance at such meeting would result converted in a conflict of interest full, include the Genesis Designees as nominees for election or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to re-election as members of the Board of Directors. Additionally, as the rights set forth case may be, in this Section 2(c) may only the proxy statement to be exercised by sent to any holders of the Investor at Company’s capital stock in connection with any annual or special meeting of such time or times when no Investor Designee is holders entitled to vote on such matters if the re-election of the members of the Board of DirectorsDirectors shall be proposed by the Board of Directors in such proxy statement and, in such instance, the Board of Directors shall recommend to any such holders of its capital stock entitled to vote at such meeting in such proxy statement the election or re-election, as applicable, of the Genesis Designees.

Board Representation. As used herein "Required Number of Directors" shall mean a number of members of the PVI Board determined as follows: From and after the Closing Date, if the number of shares of PVI Common Stock held by the Seller Group represents a percentage of all outstanding then the number of Required PVI Common Stock that is Directors is --------------------------------------------- --------------------------- Greater than 10% 3 Greater than 3% but less than or equal to 10% 1 provided that from and after the first date after the Closing Date on which the number of shares of PVI Common Stock held by the Seller Group is less than fifty percent (a50%) Subject to Sections 2(b) and 3(n) below, beginning on of the ninety first (91st) day number of shares of PVI Common Stock held by the Seller Group immediately following the date Closing, the Required Number of effectiveness of Directors shall be reduced to zero. From and after the Company’s registration statement on Form S-1 related Closing Date, the Purchaser agrees to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own take such action as may be necessary to (i) nominate and recommend for election the Required Shares and Number of Directors designated by the Seller; (ii) as long as the Required Number of Directors is at least 4.9% one (1), nominate as a director of each of (w) the Corporation, (x) any entity of which the Corporation is a Subsidiary (other than any entity of which the Purchaser is a direct or indirect Subsidiary), (y) any entity which is a Subsidiary of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, Corporation and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors (z) any Subsidiary of the CompanyPurchaser as to which a member of the PVI Board who is not a full-time employee of the Purchaser is then serving as a director which Subsidiary is actively undertaking business or has conducted or proposes to conduct any debt or equity financing other than with the Purchaser or any of its Subsidiaries, one (1) person individual designated by the Seller and at any time and from time to time by when the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his Purchaser or her seat on the Board any of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if Subsidiaries owns a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice voting securities of such counsel, that such person would not be qualified to serve entity cause the election as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with at each annual meeting of shareholders of such election of directorsentity, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of provided that this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or subsection (ii) such information or attendance at such meeting would result in a conflict of interest or (Bthis Section 7.1(a) (i) shall not apply to the Board board of Directors reasonably determines in good faith that the Observer or an Affiliate directors of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s iCorporation at any time when Davi▇ ▇▇▇▇ ▇▇ Robe▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ a member of such board of directors; and window policies then in effect (iii) as long as the Required Number of Directors is at least one (1), appoint to such committees of the PVI Board as the Seller shall request and applicable the nominating committee shall approve, such approval not to be unreasonably withheld (provided that such committees shall constitute not less than one-half of the committees of the PVI Board and shall include the nominating committee and the executive committee at any time when such committees exist) one (1) of the members of the PVI Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised that was designated by the Investor Seller. The initial designees of the Seller to the PVI Board shall be Emil▇▇ ▇▇▇▇▇▇, ▇▇im▇ ▇▇▇▇▇ ▇▇▇h▇ ▇▇▇ Edua▇▇▇ ▇▇▇▇. ▇▇e Purchaser or its Subsidiary, as applicable, shall provide the Seller with not less than 75 days' prior notice of any meeting at which directors are to be elected. The Seller Shall give notice to the Purchaser or its Subsidiary no later than 60 days prior to such time or times when no Investor Designee is on meeting of the Board of Directors.persons

Board Representation. (a) Subject to Sections 2(b) and 3(n) below, beginning on the ninety first (91st) day following the date of effectiveness Effective as of the Company’s registration statement on Form S-1 related to First -------------------- Closing, the IPO, at any time at which Board shall be comprised of eight (8) Directors of whom two (2) shall be designees of the Investor and its AffiliatesStockholder. (b) If the Investor Stockholder exercises the Option, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% effective as of the Company’s then-outstanding voting Common StockQualified Option Closing, the Board shall be comprised of nine (9) Directors of whom three (3) shall be designees of the Investor Stockholder. (c) The Company shall support the nomination of, and take such action as may be required under applicable law to cause the Board to consist of the number of Directors specified in clause (a) or (b), as applicable and to include in the slate of nominees recommended by the Board the designees of the Investor Stockholder. The Company shall also take such action as may be required under applicable law to cause the Investor Directors to be divided as equally as practicable among each class of Directors. (d) The Company agrees to use its best efforts to cause the election of each designee of the Investor Stockholder to the Company’s stockholders for election Board, including nominating such individuals to be elected as directors Directors as provided herein. (e) 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 Investor Director, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the CompanyInvestor Stockholder as soon as possible, one (1) person who is designated in the manner specified in this Section 2.1, and the Company hereby agrees to take, at any time and from time to time by time, all actions necessary to accomplish the same. (f) Without the written consent of the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reasonStockholder, the Company shall agrees not to take any action that would cause the vacancy number of Directors constituting the entire Board to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules other than eight (8) from and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information First Closing or nine (9) from and after the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyQualified Option Closing. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no Investor Designee is on the Board of Directors.

Board Representation. From and after the date hereof, (a) Subject to Sections 2(b) for as long as the Stockholder and 3(n) belowany Permitted Transferees, beginning on in the ninety first (91st) day following aggregate, Beneficially Own any combination of Company securities consisting of, or convertible into, in the date of effectiveness aggregate, at least 20% of the Company’s registration statement on Form S-1 related issued and outstanding shares of Common Stock, the parties hereto shall use best efforts and exercise all authority under applicable law to the IPO, at any time at which the Investor and its Affiliates, collectively, beneficially own (i) cause the Required Shares Board to consist of seven Directors and (ii) cause any slate of Directors presented to the stockholders of the Company for election to the Board to consist of such nominees that, if elected, would result in a Board that included two Stockholder Directors as designated by the Stockholder (which designees shall be subject to the reasonable satisfaction of the Company). (b) for as long as the Stockholder and any Permitted Transferees, in the aggregate, Beneficially Own any combination of Company securities consisting of, or convertible into, in the aggregate, at least 4.915% but less than 20% of the issued and outstanding shares of Common Stock, the parties hereto shall use best efforts and exercise all authority under applicable law to cause any slate of Directors presented to the stockholders of the Company for election to the Board to consist of such nominee that, if elected, would result in a Board that included one Stockholder Director as designated by the Stockholder (which designee shall be subject to the reasonable satisfaction of the Company’s then-). (c) If the Stockholder and any Permitted Transferees, in the aggregate, Beneficially Own any combination of Company securities consisting of, or convertible into, in the aggregate, less than 15% of the issued and outstanding voting shares of Common Stock, the Company shall support the nomination of, and have no obligation pursuant to this Agreement to cause the Board any slate of Directors to include in the slate of nominees recommended presented to the Company’s stockholders of the Company for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of include any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no Investor Designee is on the Board of DirectorsStockholder.

Board Representation. At the Second Effective Time, the Company will cause the Board Representative to be appointed to the Board of Directors of the Company (the “Board”), and thereafter, for so long as the Warburg Investor Beneficially Owns at least an amount of Company Common Stock (the “Qualifying Ownership Interest”) equal to the lesser of (a) Subject to Sections 2(b5% of all of the outstanding shares of Company Common Stock and (b) and 3(n50% of the number of Shares received by the Warburg Investor in the Mergers, will (i) below, beginning on the ninety first (91st) day following the date of effectiveness at each annual or special meeting of the Company’s registration statement on Form S-1 related to the IPO, at any time stockholders at which the Investor and its Affiliates, collectively, beneficially own (i) the Required Shares and (ii) at least 4.9% class of the Company’s then-outstanding voting Common Stock, the Company shall support the nomination of, and cause directors to which the Board of Directors Representative has been appointed is to be elected to the Board, include the Board Representative in the slate of nominees recommended by the Board to the Company’s stockholders for election as directors directors, (ii) use its reasonable best efforts to solicit proxies in order to obtain stockholder approval of the election of the Board Representative, including causing officers of the Company who hold proxies (unless otherwise directed by the Company stockholder submitting such proxy) to vote such proxies in favor of the election of such Board Representative, and (iii) use substantially the same efforts to cause the Board Representative to be elected to the Board as it uses to cause other nominees of the Board to be elected, including recommending that the Company’s stockholders vote in favor of the Board Representative in any proxy statement used by the Company to solicit the vote of its stockholders in connection with each annual or special meeting of the Company, one (1) person designated ’s stockholders at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside which directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investor shall not designate a particular individual as a nominee to the Board of Directors if a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified to serve as a director of the Company under applicable law, rule or regulation, rule of the stock exchange on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by elected to the Company in connection with such election of directors, and in no event less than Board. On the first business day after such determination by date that the Board of Directors, so as to enable the Warburg Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required SharesBeneficially Owns a Qualifying Ownership Interest, the Company shall invite a designee of the Warburg Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations will have no further rights under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with 1.1 and Section 1.2 and, in each case at the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members written request of the Board, shall immediately cause its Board of Directors. Additionally, Representative to resign from the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no Investor Designee is on the Board of DirectorsBoard.

Board Representation. (a) Subject For so long as the Investor holds 15% or more of the outstanding Common Shares, the Investor shall be entitled (but not required) to Sections 2(b) and 3(n) belowdesignate one individual (the “Investor’s Nominee”), beginning on to be nominated and, if elected, to serve as a member of the ninety first (91st) day following the date of effectiveness of Board for a term expiring not earlier than the Company’s registration statement on Form S-1 related to the IPO, at any time next annual meeting of Shareholders at which directors of the Company are to be elected provided that such Investor’s Nominee consents in writing to serve as a director and is, and remains, eligible under the Act to serve as a director. (b) For so long as the Investor and its Affiliatesholds 30% or more of the outstanding Common Shares, collectivelythe Investor shall be entitled (but not required) to designate two Investor’s Nominees, beneficially own (i) each to be nominated and, if elected, to serve as a member of the Required Shares and (ii) at least 4.9% of Board for a term expiring not earlier than the Company’s then-outstanding voting Common Stocknext annual meeting of Shareholders at which directors of the Company are to be elected provided that the Investor’s Nominee consents in writing to serve as a director and is, and remains, eligible under the Act to serve as a director. (c) For greater certainty, either Section 5.1(a) or Section 5.1(b) may apply, but not Section 5.1(a) and (b) concurrently. (d) The Company shall take all reasonable steps as may be necessary to appoint the Investor’s Nominees to the Board pursuant to Section 5.1(a) or (b) upon the request of the Investor. (e) At the first annual meeting of Shareholders following the end of the term of an Investor’s Nominee, at which directors of the Company are to be elected, and at each meeting of Shareholders thereafter at which directors are to be elected, the Company shall support the nomination of, and cause the Board of Directors each Investor’s Nominee to include be included in the slate of nominees recommended proposed by the Company to the Company’s stockholders Shareholders for election as directors. (f) The Company shall use commercially reasonable efforts to cause the election of each Investor’s Nominee, including soliciting proxies in favour of the election of each Investor’s Nominee. (g) The Company shall notify the Investor in writing promptly upon determining the date of any meeting of the Shareholders at which directors of the Company, one (1) person designated at any time Company are to be elected and from time to time by the Investor (shall advise the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on Company and the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment name of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally’s Nominees within 10 Business Days after receiving such notice. (bh) Notwithstanding the provisions of Section 2(a), If the Investor shall does not designate a particular individual as a nominee to advise the Company and the Board of Directors if a majority the Investor’s Nominees within the time set forth in Section 5.1(g), then the Investor will be deemed to have designated its incumbent nominees for nomination for election at the relevant meeting of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel and upon written advice of such counsel, that such person would not be qualified Shareholders. (i) If an Investor Nominee ceases to serve hold office as a director of the Company under applicable lawfor any reason, rule the Investor shall be entitled to nominate an individual to replace him or regulation, rule her and the Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace the Investor’s Nominee who has ceased to hold office. (j) For so long as an Investor’s Nominee serves as a member of the stock exchange Board, such Investor’s Nominee shall be eligible to serve on which the Company’s shares are listed or the Bylaws. The Company shall notify the Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance committee of the date on which Board provided that such Investor’s Nominee satisfies the proxy materials related to any eligibility criteria for such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination committee as determined by the Board or an authorized committee thereof from time to time, the rules of Directors, so as to enable the TSXV and applicable corporate laws and Securities Laws. Notwithstanding the Investor Nominees’ eligibility, committee membership shall be in the sole discretion of the Board. (k) If the size of the Board is increased or decreased from the current four directors, the Investor’s nomination rights under this Section 5.1 shall be adjusted such that the Investor shall thereafter be entitled to propose a replacement nominate that number of directors which is nearest 40% of the seats without exceeding 50% of the Board members if the Investor Designee holds 30% or more of the outstanding Common Shares or 20% of the seats if the Investor holds at least 15% but less than 30% of the outstanding Common Shares. (l) Upon expiration of the nomination rights under Section 5.1(a) or (b), the Investor shall, if so requested by the Company, forthwith use commercially reasonable efforts cause the Investor’s Nominees then elected or appointed to the Board to resign and the Company shall thereafter have no further entitlement as of right to nominate an individual to the Board in accordance with the terms of this AgreementSection 5.1. (c) Subject at all times to Section 3(n) below and the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and window policies then in effect and applicable to members of the Board of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such time or times when no Investor Designee is on the Board of Directors.