Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing: (i) the Board shall take all necessary corporate action to increase the Total Number of Directors to six (6), including one (1) Initial Investor Designee; and (ii) the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the Board. (b) From and after the Closing until the Sunset Date, subject to the terms and conditions of this Article II, the Lead Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any individual to serve as a Director, and the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this Agreement. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof. (e) The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directors.

Composition of the Board. (a) Pursuant The Parties intend to establish a highly qualified, first class, independent and diverse Board to lead the Securities Purchase Agreement Company. The Board shall consist of up to eleven Board Members including the Chairman/Chairwoman. In accordance with Swiss law, each Board Member must be elected annually and in each case effective as of individually by the Closing:shareholders’ meeting. (b) Subject to Clauses 3.1(e) and 3.3(b): (i) the Founder shall have the right to designate one person for nomination by the Board for election by the shareholders’ meeting as Board Member and to designate replacements for such Board Member; (ii) CPPIB shall take all necessary corporate action have the right to increase designate one person for nomination by the Total Number Board for election by the shareholders’ meeting as Board Member and to designate replacements for such Board Member; (iii) TCV shall have the right to designate one person for nomination by the Board for election by the shareholders’ meeting as Board Member and to designate replacements for such Board Member; who, in each case, satisfy any applicable requirements imposed by applicable law and this Agreement (each such Board Member being a “Nominee Director”). It is understood and agreed that in no event shall such persons’ affiliation with the Founder, CPPIB, or TCV (as applicable) make such persons ineligible to be members of Directors the Board. The persons designated by the Founder, CPPIB and TCV will not need to six be ‘independent’ for purposes of the Code of Best Practice, pursuant to Rule 10A-3 under the Exchange Act or pursuant to the rules and regulations of the Nasdaq. (6)c) If, and at any time, any Major Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to, and in accordance with, Clause 3.1(b) the Company (and each Major Shareholder to the extent of its powers to do so) shall procure that the Board nominates the person designated by such Major Shareholder for election as a Board Member and to use reasonable efforts to procure the election of the person designated by such Major Shareholder to the Board at each relevant shareholders meeting, including one by soliciting the vote of the shareholders to vote in favor of Board nominees and providing any other support that the Company or the Board provides to any other nominees to the Board. (1d) Initial Investor DesigneeIf, and at any time, any Major Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to Clause 3.1(b): (i) in the case of (i) the removal, resignation, retirement, death or disability of its relevant Board Member or (ii) the failure of the person designated by such Major Shareholder to be nominated for election to the Board at any shareholders’ meeting, the relevant Major Shareholder shall have the right, but not the obligation, to submit in writing to the Company a nomination for a replacement representative to the Board; and (ii) the Company shall take all necessary corporate action agrees to appoint nominate the Initial Investor Designee person designated by such Major Shareholder as a new Board Member and undertakes to promptly call and hold an extraordinary shareholders’ meeting to elect the Board. (b) From and after proposed person as a new Board Member. Until the Closing until the Sunset Date, subject to the terms and conditions of this Article IInew Board Member is elected, the Lead Investor shall Major Shareholder who designated such Board Member will have the right (right, but not the obligation) , to designatedesignate a representative to attend, and as an observer, the individuals nominated for election as Directors by or at the direction meetings of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any individual to serve as a Director, and the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this Agreement. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof. (e) The Company relevant Major Shareholder’s right to designate for nomination by the Board persons as the Board Members, and to propose replacements for Board Members, shall at all times provide lapse if (i) the Investor Designee (in his Founder directly or her capacity as a member indirectly holds Shares with an aggregate nominal value representing less than 7.5% of the BoardShare Capital or (ii) CPPIB directly or indirectly holds Shares with an aggregate nominal value representing less than 7.5% of the same rights to indemnificationShare Capital or (iii) TCV directly or indirectly holds Shares with an aggregate nominal value representing less than 7.5% of the Share Capital. (f) The following persons shall serve as initial Nominee Directors: (i) Founder nominee: Carsten Koerl, advancement of expenses CEO; (ii) CPPIB nominee: ▇▇▇▇▇ ▇▇▇▇▇▇; and (iii) TCV nominee: ▇▇▇▇ ▇▇▇▇▇. (g) The remaining Board Members shall be Independent Board Members with target diversity levels elected by the Shareholders and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition reasonably acceptable to the Investor Designee’s election as a Director. Nominating and Corporate Governance Committee. (h) The Investor Designee shall Parties agree to designate, nominate and elect the following Independent Board Members in an extraordinary shareholders’ meeting to be entitled held prior to receive from the Company Effective Date: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (Chairman); (ii) ▇▇▇▇▇▇ Fleet; (iii) ▇▇▇▇ ▇▇▇▇▇▇; (iv) ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇; (▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Fleet, ▇▇▇▇ ▇▇▇▇▇▇ and its Subsidiaries, if applicable, the same insurance coverage in connection with his ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or her service as a member any successor of the Board or any committee thereof Members listed in 3.1(h)(i) - 3.1(h)(iv) appointed in accordance with Clause 3.4(b) shall herein also be referred to as is provided “Classified Director(s)”); (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. (i) Subject to other Directors. Such insurance coverage shall be provided through customary director Clauses 3.3 and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide 3.4, each Major Shareholder agrees to vote its Shares in favor of the Investor Designee with compensation, benefits and reimbursement (including Nominee Directors of travel expenses) that it provides to the other DirectorsMajor Shareholders and the Independent Board Members listed in Clause 3.1(h).

Composition of the Board. (a) Pursuant As soon as practicable following the Closing Date, Mpower, through its Board, shall cause to be duly appointed to its Board one individual designated by Parent, such initial person to be designated in writing prior to the Securities Purchase Agreement Closing Date; provided that the individual so designated, shall be reasonably acceptable to Mpower. Thereafter and until the first stockholder meeting of Mpower after the date on which the ICG Parties and their Affiliates, in each case effective as the aggregate, Beneficially Own less than 5% of the Closing: (i) Common Stock calculated on a Fully Diluted Basis, at each election of directors at which the term of the Parent Director will expire, the Board shall take all necessary corporate action recommend for election to increase the Total Number Board one nominee, and shall use reasonable efforts to solicit proxies in favor of Directors such nominee consistent with the efforts used to six (6)solicit proxies for the other Board nominees, including one (1) Initial Investor Designee; andwho will be designated by Parent and who shall be reasonably acceptable to Mpower. (iib) Each of the Company ICG Parties hereby agrees that at every meeting of Mpower's stockholders at which directors are to be elected, each of the ICG Parties and its Affiliates shall take cause all necessary corporate action of their shares of Common Stock to appoint be represented either by proxy or in person and to be voted in favor of all directors nominated by the Initial Investor Designee Board. If directors are to be elected by written consent of Mpower's stockholders, each of the ICG Parties and its Affiliates agree to execute written consents in favor of the directors nominated by the Board. (bc) From and Until the first Board meeting of Mpower after the Closing until the Sunset Date, subject to the terms and conditions of this Article II, the Lead Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity the ICG Parties and their Affiliates, in the aggregate, Beneficially Own less than 5% of the Lead Investor intentionally breaches Article IIICommon Stock calculated on a Fully Diluted Basis, Section 4.1 or Section 4.3 of this Agreement Parent shall be entitled to designate one individual (the “Material Terms”"Observer") in to attend any material respect and meetings of the Board; provided, however, that such breach continues after written notice from the Company and person who is not a ten (10) Business Day opportunity director appointed to cure, the Lead Investor attend such meetings shall not be entitled to designate vote on any individual to serve as a Director, matters considered by the Board and the Investor Designee shall not be entitled counted with respect to serve as quorum. The Board shall have the right to exclude the Observer from (i) all or any portion of a Director, in each case pursuant to this Agreement. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of the Investor Designee, any individual nominated or appointed by or at the direction meeting of the Board and (ii) access to any notices minutes, consents or any dulyother materials (the "Materials") provided to the directors by Mpower in the event Mpower reasonably believes that such exclusion is reasonably necessary to (A) preserve the attorney-authorized committee thereof client privilege or (B) to fill such vacancy shall be, and protect the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee confidential nature of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof. (e) The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member subject matter of the Board discussion or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide because of the Investor Designee with compensation, benefits and reimbursement (including competitive nature of travel expenses) that it provides to the other Directorssuch subject matter.

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective as of Following the Closing: (i) , the Board shall take all necessary corporate action elect as a member of the Board an individual designated by MassMutual, with the identity of such individual to increase the Total Number of Directors to six (6), including one (1) Initial Investor Designee; and (ii) the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the Board. (b) From and after the Closing until the Sunset Date, be subject to the terms approval of the Board, not to be unreasonably withheld, delayed or conditioned (such individual, and conditions any individual subsequently nominated by MassMutual and elected to the Board in replacement of this Article IIsuch individual pursuant to Section 4.1(c), the Lead Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor MassMutual Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any ; provided that Invesco agrees that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is an approved individual to serve as a DirectorMassMutual Designee. From the Closing until the Governance Termination Date, and the Investor Designee Invesco shall not be entitled to serve as a Director, in each case pursuant to this Agreement. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of the MassMutual Designee at each meeting of Invesco shareholders at which members of the Board are to be elected (which, for the avoidance of doubt, shall be no less than the effort expended with respect to other nominees of Invesco), which shall include, without limiting the generality of the foregoing, (i) Invesco including in the slate of nominees recommended by the Board (or the Nomination and Corporate Governance Committee of the Board) for election at any annual or special meeting of shareholders of Invesco at which Directors are to be elected to the Board (or consent in lieu of a meeting) the applicable MassMutual Designee, (ii) Invesco nominating, recommending and using its reasonable best efforts to solicit the vote of shareholders of Invesco to elect to the Board such individual slate of Directors (which efforts shall, to the fullest extent permitted by Applicable Law, include the provision in any proxy statement prepared, used, delivered or publicly filed by Invesco to solicit the vote of its shareholders in connection with any such meeting the recommendation of the Board that the shareholders of Invesco vote in favor of the slate of directors nominated by the Board (or the Nomination and Corporate Governance Committee of the Board), including the MassMutual Designee, and against the election of any candidate or slate not so nominated) and (iii) for any meeting (or consent in lieu of meeting) of Invesco’s shareholders for the election of members of the Board, the Board (or the Nominating and Corporate Governance Committee thereof) shall not nominate, in the aggregate, a number of nominees greater than the number of members of the Board. If MassMutual fails to designate a MassMutual Designee within fifteen (15) Business Days following the written request of Invesco, then the MassMutual Designee previously designated by MassMutual and then serving on the Board (if any) shall be the MassMutual Designee. (b) Until the Governance Termination Date, without the prior approval of the MassMutual Designee, the size of the Board shall not exceed twelve (12) members; provided, however, that the size of the Board may be temporarily expanded, but not in excess of fourteen (14) members in total, in connection with succession planning during the one year period preceding an anticipated retirement of one or more members of the Board in order to facilitate overlap and successful integration of the new director(s) replacing such prospective retiree(s). (c) Until the Governance Termination Date, upon the resignation, retirement or other removal from office of the MassMutual Designee, including nominating such individual as a result of a failure of any MassMutual Designee to be elected or re-elected at any general meeting of shareholders, MassMutual shall be entitled promptly to designate a replacement MassMutual Designee who meets the qualifications of a Director and is approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned). Upon any such designation and reasonable approval, the Board shall promptly elect such MassMutual Designee as a Director member of the Board. (d) From January 1, 2020 until the Governance Termination Date, to the extent permitted by Applicable Law (including any requirements under the Exchange Act, the Internal Revenue Code or the rules of the New York Stock Exchange or any other applicable securities exchange on which the Common Stock is then listed), the MassMutual Designee shall be entitled to be a member of each standing committee of the Board. In the event that such Applicable Laws do not permit the MassMutual Designee to serve on certain committees of the Board, the MassMutual Designee shall be entitled to serve as provided herein, recommending an observer on such individual’s election, soliciting proxies or consents in favor thereofcommittee(s) to the extent permitted by Applicable Law. (e) The Company Each MassMutual Designee serving on the Board shall at be subject to the policies and requirements of Invesco and the Board in a manner consistent with the application of such policies and requirements to other members of the Board (including as to the timing and contents of any nomination questionnaire or other information disclosure), and shall be entitled to the same rights, privileges and compensation applicable to all times other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, Invesco shall indemnify, exculpate and reimburse fees and expenses of the MassMutual Designee (including by entering into an indemnification agreement in form substantially similar to Invesco’s form of director indemnification agreement (if any)) and provide the Investor MassMutual Designee with director and officer insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to the Bye-Laws, Applicable Law or otherwise. Invesco will prepare and provide, or cause to be prepared and provided, to the MassMutual Designee (in its capacity as such), any information, and access to information, relating to Invesco and its Subsidiaries as and when provided to other members of the Board or committee thereof (other than any information in connection with evaluating or negotiating any transaction with MassMutual or its Controlled Affiliates). (f) To the maximum extent permitted by Applicable Law, Invesco hereby renounces, and the Board shall adopt a resolution renouncing, any interest or expectancy in, or any right to be offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are developed by or presented to a MassMutual Designee other than in his or her capacity as a member of the Board) with , even if the same rights opportunity is one that Invesco or its Subsidiaries might reasonably be deemed to indemnificationhave pursued or had the ability or desire to pursue if granted the opportunity to do so, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor MassMutual Designee shall be entitled not have any duty to receive from communicate or offer such business opportunity to Invesco or any of Invesco’s Affiliates. Notwithstanding the Company and its Subsidiariesforegoing, if applicable, the same insurance coverage a MassMutual Designee who is offered an opportunity expressly in connection with his or her service capacity as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage Director shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides obligated to the other Directorscommunicate such opportunity to Invesco.

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing: (i) the Board shall take all necessary corporate action to increase the Total Number of Directors to six (6), including one (1) Initial Investor Designee; and (ii) the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the Board. (b) From and after the Closing until the Sunset Date, subject to the terms and conditions of this Article II, the Lead Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 effectiveness of this Agreement and until the voting obligations of such Voting Stockholder and of their designees to the Board pursuant to Section 3 shall cease to be effective, (the “Material Terms”a) each Voting Stockholder shall vote (and use its reasonable best efforts to cause each of its Affiliates that beneficially owns Voting Securities to vote), or to act by written consent in any material respect lieu of meetings (and such breach continues after use its reasonable best efforts to cause each of its Affiliates that beneficially owns Voting Securities to act by written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any individual to serve as a Directorconsent in lieu of meetings), and shall use its reasonable best efforts to take all other necessary or desirable actions (including, without limitation, attending all meetings in person or by proxy for purposes of enabling the Investor Designee shall not be entitled Corporation to serve as obtain a Director, in each case pursuant to this Agreement. (c) In the event that a vacancy is created quorum at any time by the deathmeeting of stockholders and executing all written consents in lieu of meetings), disability, retirement, removal or resignation to cause all of the Investor Designeeindividuals specified below in this Section 3.1 to be appointed or designated for nomination or nominated for election, any individual nominated or appointed by or at the direction of and to be elected, to the Board or any duly-authorized committee thereof to fill such vacancy shall befollowing the IPO Closing Time, and (b) the Company Corporation shall use its reasonable best efforts to cause the appointment or election of each such vacancy individual to the Board following the IPO Closing Time, including, without limitation, by nominating such individuals to be filled byelected as members of the Board as provided herein and calling an annual or special meeting of stockholders in order to ensure that the composition of the Board shall be as set forth in this Section 3.1 and otherwise to give effect to the provisions of this Section 3.1: (i) MDCP Group Directors. (A) Until such date on which the MDCP Group Stockholders and their Permitted Transferees shall collectively own beneficially in the aggregate a number of shares of Common Stock which represents less than either (1) one-third of the aggregate number of shares of Common Stock issuable upon conversion of all of the Series A Convertible Preferred Stock, par value $0.01 per share, of the Corporation (the “Series A Preferred”) acquired by the MDCP Group Stockholders on February 4, 2000 or (2) five percent of the Common Stock issued and outstanding in the aggregate, one person designated for nomination for election or appointment by the MDCP Group Stockholders and their Permitted Transferees. (B) At any time at which the total number of authorized members of the Board is established at ten or greater and until such date on which the MDCP Group Stockholders and their Permitted Transferees shall collectively own beneficially in the aggregate a number of shares of Common Stock which represents less than either (1) fifty percent of the aggregate number of shares of Common Stock issuable upon conversion of all of the Series A Preferred acquired by the MDCP Group Stockholders on February 4, 2000 or (2) five percent of the Common Stock issued and outstanding in the aggregate, a new second person designated for nomination for election or appointment by the MDCP Group Stockholders and their Permitted Transferees (any such designee of the Lead Investor who meets the Designee Qualifications, MDCP Group Stockholders and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation their Permitted Transferees pursuant to this Section 2.1 that occurs after the Closing3.1(i), in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof“MDCP Director”). (eC) The Company Board designations and other actions and determinations made by the MDCP Stockholders and their Permitted Transferees pursuant to Section 3 shall at all times provide be made by the Investor Designee (in his or her capacity as MDCP Stockholders and their Permitted Transferees owning beneficially and of record a member majority of the Board) with the same rights to indemnification, advancement shares of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member Common Stock beneficially owned collectively by all of the Board MDCP Stockholders and their Permitted Transferees at the time of such designation or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directorsaction or determination.

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective as As of the Closing:date hereof, the Board of the Company shall consist of ten (10) Directors. (i) Subject to the Board other provisions of this Article II, GICo shall take all necessary corporate action have the right to increase designate four (4) persons (and following the Total Number Distribution, each of GAP and OH shall have the right to designate two (2) persons) for nomination by the Nominating Committee as Directors to six the Board, provided that at least two (6)2) of such persons shall at all times be NYSE Independent Directors (and following the Distribution, including at least one (1) Initial Investor Designee; andperson designated by each of GAP and OH shall be a NYSE Independent Director). At the date hereof such persons shall be as identified on Exhibit A as GICo Directors. (ii) As of the date hereof, the Chief Executive Officer shall be a Director. (iii) As of the date hereof, the remaining Directors shall be as identified on Exhibit A as Other Directors, and thereafter shall be such persons as determined by the Nominating Committee, provided that (x) for so long as the Company is listed on the NYSE, at least a majority (or such greater number as then required by the listing standards of the NYSE) of all Directors shall take all necessary corporate action to appoint be NYSE Independent Directors and (y) not less than that number of Directors as is needed for service on the Initial Investor Designee to Audit Committee (or such greater number as then required by applicable law including the Boardrules and regulations of the NYSE and the SEC) shall be SEC Independent Directors. (iv) The Board may increase or decrease the number of Directors in accordance with Applicable Law and the Charter. (b) From and after the Closing until the Sunset Date, subject There shall be a Nominating Committee which shall determine a slate of directors for nomination for election to the terms and conditions Board of this Article II, the Lead Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction each annual general meeting of the Board or Company at which a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications class of directors is scheduled to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 retire and who qualifies shall determine nominees to serve fill any vacancies in accordance with the requirements herein. The Nominating Committee shall nominate those persons designated by the Shareholders in accordance with this Agreement and is thereafter elected as a Director shall nominate such other persons determined in accordance with this Agreement. The Nominating Committee shall consider any persons suggested for nomination by any other shareholder in accordance with the Company’s corporate governance guidelines and any requirements of Applicable Law or the listing standards of the NYSE. The size and membership of the Nominating Committee shall be referred determined by the Board and shall, to herein the extent practicable, be comprised of that number of designees of GICO (and following the Distribution, designees of each of GAP and OH) as an “Investor Designee”). Notwithstanding is proportional to the foregoing provisions number of this Section 2.1(b)Directors who are designees of GICo (and following the Distribution, designees of each of GAP and OH) and are on and after the Sunset DateBoard at that time; provided, that it being understood that for so long as any of GAP or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article IIIOH is entitled to nominate a Director, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor proportional number shall not be entitled to designate any individual to serve as a Director, and the Investor Designee less than one. The remaining members shall be Directors who are not be entitled to serve as a Director, in each case pursuant to this Agreementdesignees of either such Shareholder. (c) In At each annual general meeting of the event that a vacancy is created at any time Company where Directors are scheduled to retire in accordance with the Charter, the Shareholders (other than WB) agree to vote their Common Shares in favor of the election of all of the Directors nominated by the death, disability, retirement, removal or resignation of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designationNominating Committee. (d) For any designation Casual vacancies on the Board (including those resulting from actions pursuant to Section 2.02) shall be filled by a Person designated by the Board who shall serve only until the next annual general meeting whereupon the Shareholders shall vote for that Director in accordance with Section 2.01(b). (e) Subsequent to the date hereof, in the event of any changes in the Ownership Percentage of GICo (and following the Distribution, each of GAP and OH), GICo (and following the Distribution, each of GAP and OH) shall be entitled to designate to the Nominating Committee the number of GICo Directors (and following the Distribution, the number of GAP Directors in the case of GAP and the number of OH Directors in the case of OH) which corresponds to its Ownership Percentage pursuant to the following table, provided that, at least a majority of such designees of GICo (and following the Distribution, a majority of such designees of each of GAP and OH) (or, if the number of such persons shall be two, then one of such persons) shall at all times be NYSE Independent Directors: GICo (and following the Distribution, each of GAP and OH) shall agree to proportionate modifications to the Ownership Percentage chart set forth in this Section 2.1 that occurs after 2.01(b) to reflect the Closing, in connection with an election number of Directors which GICo (and following the Distribution, each of GAP and OH) shall be entitled to designate to the Nominating Committee at various Ownership Percentages after giving effect to all increases to the size of the Board contemplated by Section 2.01(a)(iv). A majority of the Board shall at all times have the right to determine whether or not the Chief Executive Officer shall be entitled to be a Director. (f) If, at any time, the Ownership Percentage of GICo (and following the Distribution, each of GAP and OH) is reduced (by Transfer, issuance of new Common Shares by the Company or otherwise in compliance with this Agreement), such that the number of Directors that GICo (and following the Distribution, each of GAP and OH) is entitled to designate pursuant to Section 2.01(e) is reduced by one (1) or more Directors, then GICo (and following the Distribution, each of GAP and OH) shall promptly cause such number of its then-designated Directors equal to the number by which the number of its designated Directors has been so reduced as aforesaid to resign from the Board. Such vacant Director position(s) shall be filled by the Board in accordance with the Charter and this Agreement. Notwithstanding that GICo (and following the Distribution, each of GAP and OH) is no longer entitled to designate one (1) or more persons to serve as Directors pursuant to Section 2.01(e), nothing herein shall preclude an Affiliate, director, officer, partner, associate or employee of GICo (and following the Distribution, each of GAP and OH) from serving on the Board if such person is elected by the shareholders of the CompanyCompany in accordance with this Section 2.01(f). (g) To the extent that GICo (and following the Distribution, each of GAP and OH) is entitled to designate at least one (1) Director pursuant to Section 2.01(e), the Lead Investor Company and the Shareholders (other than WB) shall identify its cause the Board to cause the compensation committee, audit committee, Nominating committee and any other committee of the Board, if any, to include at least one (1) designee of GICo (and following the Distribution, each of GAP and OH) but only if in the case of the audit committee, such designee is an Independent Director and (y) in the case of the compensation committee and the Nominating Committee, such designee is an NYSE Independent Director and an SEC Independent Director if the same is then required by written notice the listing standards of the NYSE and SEC Rules, as the case may be. The Board shall not create an executive committee without the consent of GICo (and following the Distribution, each of GAP and OH), other than any special committee of Independent Directors established by the Board for a specific purpose. This right to appoint Persons to the Company no less than ninety (90) days prior to the date committees of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, at all times be subject to such designees satisfying any other requirements of Applicable Law and the NYSE Listing Standards. If any such requirement is applicable to less than all (but not all) the members of such committee, such requirement shall nevertheless be satisfied by each such designee unless compliance therewith is waived by agreement of GICo (and following the Distribution, each of GAP and OH). (h) [Reserved] (i) The Board shall hold regular meetings at least on a quarterly basis (which may be by means of video or telephonic conference call) unless otherwise approved by two-thirds of the members of the Board thereof, including at least one (1) GICo Director (if a GICo Director is then appointed to the fullest extent permitted by Board) (and following the Distribution, at least one GAP Director if a GAP Director is then appointed to the Board and at least one OH Director if an OH Director is then appointed to the Board). Subject to the Charter and Applicable Law, include such individual in at any meeting of the slate of nominees recommended by Board, any GICo Director (and following the Distribution, any GAP Director and any OH Director) may designate any other GICo Director (and following the Distribution, any other GAP Director and any other OH Director, as the case may be) to serve as his proxy to cast his vote on any and all matters that may properly come before the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereofmeeting. (ej) The Company shall at reimburse each of the Directors for all times provide reasonable out-of-pocket expenses incurred in attending meetings of the Investor Designee (in his or her capacity as a member Board and meetings of committees of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directors.

Composition of the Board. (a) Pursuant Subject to the Securities Purchase Agreement and in each case effective as applicable law, the Avista Shareholder, shall have the right to nominate two directors to the Board of the Closing: Company (i) the Board shall take all necessary corporate action to increase the Total Number of Directors to six (6“Avista Designees”), including one (1) Initial Investor Designee; and (ii) the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the Board. (b) From and after the Closing until the Sunset Date, subject Subject to the terms and conditions of this Article IIapplicable law, the Lead Investor Altchem Shareholder shall have the right (but not to nominate two directors to the obligation) to designate, and the individuals nominated for election as Directors by or at the direction Board of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement Company (the “Material Terms”) in any material respect and such breach continues after written notice from Altchem Designees” and, together with the Company and a ten (10) Business Day opportunity to cureAvista Designees, the Lead Investor shall not be entitled to designate any individual to serve as a Director, and the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this Agreement“Sponsor Designees”). (c) (i) In the event that a vacancy is any Sponsor (and its Affiliates) ceases to beneficially own Ordinary Shares that equal at least twenty percent (20%) of the Ordinary Shares then outstanding, such Sponsor shall no longer have the right to appoint two Sponsor Designees and shall have the right to appoint only one Sponsor Designee, and (ii) in the event that any Sponsor (and its Affiliates) cease to beneficially own Ordinary Shares that equal at least ten percent (10%) of the Ordinary Shares then outstanding, such Sponsor shall no longer have the right to nominate any Sponsor Designees. (d) The Company shall use all reasonable efforts to facilitate the appointment of the Sponsor Designees pursuant to this Section 2.01 to be elected as members of the Board, and to permit the Sponsors to remove, replace or change their Sponsor Designees from time to time and fill vacancies created at any time by the reason of death, disability, retirement, removal or resignation of the Investor Designeesuch Sponsor Designees, any individual nominated including by calling a general or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the special meeting of shareholders of the Company called for the purpose of electing Directors voting on any appointment, removal, replacement or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereofchange. (e) Until such time as any of the Sponsors (together with its Affiliates) individually ceases beneficially to own Ordinary Shares that equal at least ten percent (10%) of the Ordinary Shares then outstanding, each Sponsor and each Co-Invest Vehicle shall, at any time it is then entitled to vote for the election of directors to the Board, vote all of its Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (f) The Company shall at reimburse each Sponsor (or its designee) for all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of reasonable out-of-pocket expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage incurred in connection with his or her service as a member the attendance by such Sponsor’s Sponsor Designees at meetings of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director thereof, including, without limitation, travel, lodging and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel meal expenses) that it provides to the other Directors.

Composition of the Board. (a) Pursuant to Following the Securities Purchase Agreement and in each case effective as Closing, the size of the Closing: (i) Board may be increased or decreased as permitted by the Board shall take all necessary corporate action to increase the Total Number By-Laws and Certificate of Directors to six (6), including one (1) Initial Investor Designee; and (ii) Incorporation of the Company shall take all necessary corporate action as in effect from time to appoint the Initial Investor Designee to the Boardtime. (b) From Following the Closing, the Board shall include the Independent Directors, the present Chief Executive Officer of the Company as long as he is the Chief Executive Officer of the Company (and after thereafter may include any successor to such officer) and the Closing until the Sunset Date, nominee of Glencore pursuant and subject to the terms provisions of Section 5.1(c). Each Independent Director shall remain in office until his or her successor as Independent Director has been duly nominated and conditions elected or appointed as a Director. Upon the resignation, retirement or other removal from office of this Article IIany Independent Director, the Lead Investor remaining Independent Directors shall have as promptly as practicable designate and nominate a new candidate (who must meet the right (but not the obligationrequirements of an Independent Director) to designate, and fill such office subject in each case to the individuals nominated for election as Directors by or at the direction consent of a majority of the Board or a duly-authorized committee thereof shall includeDirectors on the Nominating Committee, one which (1subject to the exercise of their fiduciary duties) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any individual to serve as a Director, and the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this Agreementunreasonably withheld. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation pursuant to this Section 2.1 that occurs after Following the Closing, in connection Glencore shall have the right to submit to the Board the name of one Class I nominee to stand for election to the Board at any Company annual meeting of stockholders or at any special meeting at which Class I nominees, as the case may be, will stand for election. With respect to any such annual meeting, Glencore shall provide the Board with an election written notice of Directors its nominee, and such other information as may be required by the shareholders of Company’s By-Laws or set forth in the Company’s proxy statement for the previous year’s annual meeting, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) at least 120 days prior to the date the Company held the previous year’s annual meeting and shall provide such information as soon as practicable in advance of any special meeting. Glencore’s nominee shall be included in the Board’s slate, subject to the consent of a majority of the meeting of shareholders members of the Company called for the purpose of electing Directors or if laterBoard’s nominating committee, prior which consent shall be subject to the 10th day after the public announcement reasonable exercise of the meeting datefiduciary duties of such members. So long as an individual designated by the Lead Investor pursuant If such consent shall not be given with respect to this Section 2.1 meets the Designee Qualificationssuch nominee, the Company shall, shall give immediate notice to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called Glencore so that Glencore may submit another nominee for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereofconsideration. (e) The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directors.

Composition of the Board. (a) Pursuant Immediately after the Closing, the Company shall increase the number of directors of the Board to seven directors and elect to the Securities Purchase Agreement and in each case effective Board (i) five individual nominees designated by the Investor or the Investor Group (the “Investor Designated Directors”),and (ii) two directors, who shall be designated by the Board prior to the Closing who served as members of the Board immediately prior to Closing and who are individuals who comply with the Independence Standards (together with their successors elected in accordance with Section 2.02, the “Incumbent Directors”). In the event that, immediately after the Closing, there are less than five Independent Directors, the vacancies shall be filled in the manner set forth in Section 2.02, except that the individual(s) selected shall be subject to the consent of the Investor Group, which consent shall not be unreasonably withheld. The Investor Designated Directors and the Incumbent Directors shall serve in a manner consistent with the terms of the Charter and Bylaws. Immediately after Closing: (i) at all times, a majority of the Board members on the Board, and all Investor Designated Directors other than a maximum of two Investor Designated Directors who may serve as executive officers of the Company, shall take all necessary corporate action to increase satisfy the Total Number of Directors to six (6), including one (1) Initial Investor Designee; andIndependence Standards; (ii) the Company membership of the Board must satisfy all applicable requirements of the Charter and Bylaws; (iii) at least one member of the Board shall take all necessary corporate action be an “audit committee financial expert” as defined under Regulation S-K Item 407(d)(5) under the Exchange Act; and (iv) no individual shall be permitted to appoint serve as a director if the Initial Investor Designee individual has been involved in any of the events enumerated in Items 2(d) or (e) of Schedule 13D under the Exchange Act, or Item 401(f) of Regulation S-K under the Exchange Act or is subject to any order, decree or judgment of any governmental authority prohibiting service as a director of any company with securities registered under Section 12(b) or Section 12(g) of the BoardExchange Act. (b) From and after the Closing until the Sunset Date, subject to the terms and conditions of this Article IIClosing, the Lead parties hereto shall use all reasonable efforts under applicable Law and Trading Market Regulations to cause there to be a number of Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Designated Directors by or at the direction that represents a majority of the Board or a dulynumber of then-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity directors of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any individual to serve as a Director, and the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this AgreementBoard. (c) In At each stockholders’ meeting of the event Company at which directors are to be elected, the Investor Group shall be entitled, any time prior to the mailing of the applicable proxy statement of the Company, to designate for nomination that a vacancy is created number of Investor Designated Directors as set forth in Section 2.01(b) as members of the Board. The Incumbent Directors to be nominated and elected at any time such stockholders’ meeting shall be designated by the death, disability, retirement, removal or resignation a majority of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Incumbent Directors then in office. The Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best effortsagrees, to the fullest extent permitted by Law, at any time and from time to timeapplicable law, to accomplish the same as soon as possible following such designation. (d) For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board (or the Nominating and Governance Committee of the Board) for election at any annual or special meeting of shareholders called for stockholders of the purpose Company at which directors are to be elected to the Board (or consent in lieu of electing Directorsmeeting) the applicable Investor Designated Directors and Incumbent Directors and to nominate, recommend and use its reasonable best efforts to cause solicit the vote of stockholders of the Company to elect to the Board such slate of directors (which efforts shall, to the fullest extent permitted by applicable law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that the stockholders of the Company vote in favor of the slate of directors, including the Investor Designated Directors and Incumbent Directors). For any meeting (or consent in lieu of meeting) of the Company’s stockholders for the election of such individual to members of the Board, including nominating such individual to be elected as the Board (or the Nominating and Governance Committee thereof) shall not nominate, in the aggregate, a Director as provided herein, recommending such individual’s election, soliciting proxies or consents number of nominees greater than the number of members of the Board. Such nominees shall serve in favor thereofa manner consistent with the terms of the Charter and Bylaws. (d) Members of the Board who are not Investor Designated Directors shall at all times satisfy the Independence Standards. (e) The Company Board shall take all necessary action, including, if necessary, amending the Bylaws, to provide that at all times provide the Investor Designee (in his or her capacity as a member every meeting of the Board, a majority of the directors then-serving shall constitute a quorum. (f) At any time after the Closing, upon the request of the Investor Group, the Company and the Board shall take all actions necessary so that the composition of the board of directors, general partner, managing member (or controlling committee thereof) or any other board or committee serving a similar function with respect to each of the Company’s wholly-owned subsidiaries (other than any special purpose or limited purpose entity to the extent required by law or its governing documents) (each a “Subsidiary Board”) and, except as may be otherwise provided in Section 2.03, each committee of each Subsidiary Board shall be proportionate to the composition requirements of the Board and of each committee thereof such that members of the Investor Group shall have the same rights proportional representation (rounded to indemnificationthe nearest whole number of directors, advancement but in no event less than one) on each Subsidiary Board and committee thereof as the members of expenses the Investor Group have the right to designate to the Board and exculpation that it provides to other Directorscommittees thereof. The quorum and action requirements of each Subsidiary Board and of each committee of each Subsidiary Board shall, to the extent requested by the Investor Designee Group, be the same as the quorum and action requirements of the Board and each committee thereof. (g) As of the date of this Agreement, the Investor has designated ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ as the initial Investor Designated Directors and the Board has designated ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ as the initial Incumbent Directors, and the Company shall execute a Director Indemnification Agreement as a condition to has determined that such Investor Designated Directors and Incumbent Directors satisfy the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member requirements of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directorsthis Section 2.01.

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective as As of the Closing:date of the consummation of the Qualified Initial Public Offering, the Board of the Company shall consist of thirteen (13) Directors. (i) Subject to the Board other provisions of this Article II, GICO shall take all necessary corporate action have the right to increase designate four (4) persons for nomination by the Total Number of Nominating Committee as Directors to six the Board, provided that at least two (6), including one (12) Initial Investor Designee; andof such persons shall at all times be NYSE Independent Directors. At the date hereof such persons shall be as identified on Exhibit C as GICO Directors. (ii) Subject to the Company other provisions of this Article II, GE shall take all necessary corporate action have the right to appoint designate two (2) persons for nomination by the Initial Investor Designee Nominating Committee as Directors to the Board. At the date hereof such persons shall be as identified on Exhibit C as GE Directors. (iii) As of the date hereof, the Chief Executive Officer shall be a Director. (iv) As of the date hereof, the remaining Directors shall be as identified on Exhibit C as Other Directors, and thereafter shall be such persons as determined by the Nominating Committee, provided that (x) for so long as the Company is listed on the NYSE, at least a majority (or such greater number as then required by the listing standards of the NYSE) of all Directors shall be NYSE Independent Directors and (y) not less than that number of Directors as is needed for service on the Audit Committee (or such greater number as then required by applicable law including the rules and regulations of the NYSE and the SEC) shall be SEC Independent Directors. (v) The Board may increase or decrease the number of Directors in accordance with Applicable Law and the Charter. (b) From There shall be a Nominating Committee which shall determine a slate of directors for nomination for election to the Board of Directors at each annual general meeting of the Company at which a class of directors is scheduled to retire and after who shall determine nominees to fill any vacancies in accordance with the Closing requirements herein. The Nominating Committee shall nominate those persons designated by the Shareholders in accordance with this Agreement and shall nominate such other persons determined in accordance with this Agreement. The Nominating Committee shall consider any persons suggested for nomination by any other shareholder in accordance with the Company’s corporate governance guidelines and any requirements of Applicable Law or the listing standards of the NYSE. The size and membership of the Nominating Committee shall be determined by the Board and shall, to the extent practicable, be comprised of that number of designees of each of GICO and GE as is proportional to the number of Directors who are designees of each such Shareholder and are on the Board at that time, it being understood that if such proportionate number is less than 1 there shall be no obligation to include, as a member of the Nominating Committee, a Director who is a designee of such Shareholder. The remaining members shall be Directors who are not designees of either such Shareholder. (c) At each annual general meeting of the Company where Directors are scheduled to retire in accordance with the Charter, the Shareholders agree to vote their Common Shares in favor of the election of all of the Directors nominated by the Nominating Committee. (d) Casual vacancies on the Board (including those resulting from actions pursuant to Section 2.02) shall be filled by a Person designated by the Board who shall serve only until the Sunset Date, subject next annual general meeting whereupon the Shareholders shall vote for that Director in accordance with Section 2.01(b). (e) Subsequent to the terms date hereof, in the event of any changes in the Ownership Percentage of GICo or GE, each of GICo and conditions GE shall be entitled to designate to the Nominating Committee the number of GE Directors or GICo Directors, as applicable, which corresponds to its Ownership Percentage pursuant to the following table, provided that, except in the case of GE, at least a majority of such designees of any Shareholder (or, if the number of such persons shall be two, then one of such persons) shall at all times be NYSE Independent Directors: GICo and GE shall agree to proportionate modifications to the Ownership Percentage chart set forth in this Article II, Section 2.01(b) to reflect the Lead Investor number of Directors which each of GICo and GE shall be entitled to designate to the Nominating Committee at various Ownership Percentages after giving effect to all increases to the size of the Board contemplated by Section 2.01(a)(v). A majority of the Board shall at all times have the right (but to determine whether or not the obligationChief Executive Officer shall be entitled to be a Director. (f) Each Shareholder shall, at any time it is then entitled to designatevote for the election of Directors to the Board, vote all of its Common Shares or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the individuals nominated for election as Directors by or at Company to call a special meeting of Shareholders and taking all other actions under Applicable Law) in order to ensure that the direction composition of the Board complies with this Section 2.01. (g) If, at any time, the Ownership Percentage of GICo or a duly-authorized committee thereof shall includeGE is reduced (by Transfer, issuance of new Common Shares by the Company or otherwise in compliance with this Agreement), such that the number of Directors that GICo or GE, as the case may be, is entitled to designate pursuant to Section 2.01(e) is reduced by one (1) individual or more Directors, then GICo or GE, as the case may be, shall promptly cause such number of its then-designated Directors equal to the number by which the number of its designated Directors has been so reduced as aforesaid to resign from the Board. Such vacant Director position(s) shall be filled by the Board in accordance with the Charter and this Agreement. Notwithstanding that meets the Designee Qualifications GICo or GE is no longer entitled to designate one (1) or more persons to serve as a Director (such individual whom the Lead Investor shall actually designate Directors pursuant to Section 2.01(e), nothing herein shall preclude an Affiliate, director, officer, partner, associate or employee of GICo or GE from serving on the Board if such person is elected by the shareholders of the Company in accordance with this Section 2.1 2.01(g). (h) To the extent that GICo or GE is entitled to designate at least one (1) Director pursuant to Section 2.01(e), the Company and who qualifies the Shareholders shall cause the Board to serve cause the compensation committee, audit committee, Nominating committee and any other committee of the Board, if any, to include at least one (1) designee of GICo and/or GE, as applicable, but only if in the case of the audit committee, such designee is thereafter elected an Independent Director and (y) in the case of the compensation committee and the Nominating Committee, such designee is an NYSE Independent Director and an SEC Independent Director if the same is then required by the listing standards of the NYSE and SEC Rules, as the case may be. The Board shall not create an executive committee without the consent of GICo and GE, other than any special committee of Independent Directors established by the Board for a specific purpose. This right to appoint Persons to the committees of the Company shall, at all times be subject to such designees satisfying any other requirements of Applicable Law and the NYSE Listing Standards. If any such requirement is applicable to less than all (but not all) the members of such committee, such requirement shall nevertheless be satisfied by each such designee unless compliance therewith is waived by agreement of GICO and GE. (i) If at any time GE does not have the right to designate at least one (1) Director to the Board and until the date when GE’s Ownership Percentage first constitutes less than seven and one-half percent (7.5%), the Company shall invite a representative identified by GE (the “Observer”), to attend and participate in all regular meetings of its Board and committees thereof; provided, however, that any such Observer shall not have the right to vote on any matter and no such Observer shall be referred to herein deemed a member of the Board of the Company (or any committee thereof) for any purpose. The Company shall give such Observer (solely in its capacity as an “Investor Designee”)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, further, that the Observer shall agree to hold in confidence confidential information regarding such Company and its Subsidiaries which comes into his or her possession to the same extent as if he or she were a Director. Notwithstanding the foregoing provisions of this Section 2.1(b)foregoing, on an Observer may be excluded from any meetings and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate receive Board materials or a summary of the minutes of such meeting if the matters under discussion involve any individual to serve as a Director, and conflict of interest on the Investor Designee shall not be entitled to serve as a Directorpart of the Observer or if, in each case pursuant the reasonable opinion of counsel to this Agreementa Company, such actions are reasonably required to protect any attorney-client privilege or any other available privilege. (cj) In the event that The Board shall hold regular meetings at least on a vacancy is created at any time quarterly basis (which may be by the death, disability, retirement, removal means of video or resignation telephonic conference call) unless otherwise approved by two-thirds of the Investor Designee, any individual nominated or appointed by or at the direction members of the Board thereof, including at least one (1) GICo Director and one (1) GE Director (if a GICo Director or any duly-authorized committee thereof to fill such vacancy shall beGE Director, and the Company shall use its reasonable best efforts to cause such vacancy to be filled byas applicable, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, is then appointed to the fullest extent permitted by Board). Subject to the Charter and Applicable Law, at any time and from time to timemeeting of the Board, any GICo Director or any GE Director may designate any other GICo Director or GE Director, as the case may be, to accomplish the same serve as soon as possible following such designation. (d) For his proxy to cast his vote on any designation pursuant to this Section 2.1 and all matters that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by may properly come before the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereofmeeting. (ek) The Company shall at reimburse each of the Directors for all times provide reasonable out-of-pocket expenses incurred in attending meetings of the Investor Designee (in his or her capacity as a member Board and meetings of committees of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directors.

Composition of the Board. (a) Pursuant The Issuer Board shall consist of five members. WCAS VII shall be entitled, but not required, to designate two members of the Issuer Board, WCAS VIII shall be entitled, but not required, to designate one member of the Issuer Board, and Limited Commerce shall be entitled, but not required, to designate two members of the Issuer Board. The right to designate a member or members of the Issuer Board shall belong solely to, and shall be exercised exclusively by, the respective Holder to whom such right has been granted herein for its own benefit and account. Each Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Voting Securities Purchase Agreement or execute consents, as the case may be, and take all other necessary action (including causing the Issuer to call a special meeting of stockholders) in each case effective as order to ensure that the composition of the Closing: Board is as set forth in this Section 4.1(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (ithe "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall take all necessary corporate action thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to increase enlarge the Total Number Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of Directors to six (6this Section 4.1(a), including at any subsequent time at which the holders of the Preferred Stock are entitled to elect one (1) Initial Investor Designee; and (ii) member of the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the Issuer Board. (b) From and after the Closing until the Sunset Date, subject Each director designated pursuant to the terms and conditions of this Article II, the Lead Investor Section 4.1(a) shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom member of any and all committees of the Lead Investor shall actually designate pursuant to this Section 2.1 Issuer Board. The appointment and who qualifies to serve and is thereafter elected as removal of a Director designated director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after by written notice from the Company and a ten (10) Business Day opportunity designating stockholder to cure, the Lead Investor shall not be entitled to designate any individual to serve as a DirectorIssuer, and shall take effect upon the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this Agreementdelivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) In Each of WCAS VII and WCAS VIII shall have the event that right to appoint a vacancy is created at any time by the death, disability, retirement, removal or resignation representative to attend as an observer (i) each and every meeting of the Investor DesigneeIssuer Board and each subsidiary thereof and (ii) each and every meeting of any committee of any such board. The appointment and removal of such representatives shall be by written notice from WCAS VII or WCAS VIII, any individual nominated or appointed by or at as the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall case may be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, Issuer and shall take effect upon the delivery of written notice thereof to the Issuer at its principal office or at any time and from time to time, to accomplish meeting of the same as soon as possible following such designationIssuer Board. (d) For In addition to the rights et forth in Section 4.5 hereto, each of WCAS VII and WCAS VIII shall have the right to receive, within a reasonable time after its written request therefor, any designation pursuant information relating to this Section 2.1 that occurs after the ClosingIssuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, in connection with an election of Directors by the shareholders including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the CompanyIssuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Lead Investor Issuer and its subsidiaries; and (iii) such additional financial or other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall identify its designee by written notice be entitled, at all reasonable times, to have access to the Company no less than ninety (90) days prior to the date premises, books and records of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, Issuer and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereofsubsidiaries. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be altered in order to preserve the qualification of WCAS VII or WCAS VIII as a "venture capital operating company," or otherwise to ensure that the assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Issuer and its subsidiaries taken as a whole. (g) The Company Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at all times provide any time, it is entitled to vote for the Investor Designee removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any director who shall have been designated or nominated pursuant to Section 4.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her capacity as a member of the Boardestablished position, (b) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition willful conduct which is significantly injurious to the Investor Designee’s election as Issuer, monetarily or otherwise, or (c) conviction for, or a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiariesguilty plea to, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directorsfelony.

Composition of the Board. (a) Pursuant to The Board shall consist of six members, of whom one shall be designated in accordance with the Securities Purchase Agreement Company's Restated Certificate of Incorporation (the "CERTIFICATE") and Bylaws, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"), but who will otherwise be elected in each case effective as accordance with the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer of the Closing: (i) the Board shall take all necessary corporate action to increase the Total Number of Directors to six (6), including one (1) Initial Investor Designee; and (ii) the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the BoardCompany. (b) From and after Each Shareholder entitled to vote for the Closing until the Sunset Date, subject election of directors to the terms and conditions Board (other than DLJMB) agrees that it will vote its shares of this Article IIEquity Securities or execute consents, as the Lead Investor shall have the right (but not the obligation) to designatecase may be, and take all other necessary action (including causing the individuals nominated for election as Directors by or at Company to call a special meeting of shareholders) in order to ensure that the direction composition of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve is as a Director (such individual whom the Lead Investor shall actually designate pursuant to set forth in this Section 2.1 and who qualifies 2.01, PROVIDED that no Shareholder entitled to serve and is thereafter elected as a Director vote for the election of directors to the Board shall be referred required to herein vote its shares of Equity Securities or execute consents, as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Datecase may be, or take any other action (including causing the earlier date on which any Investor Entity Company to call a special meeting of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”shareholders) in any material respect and such breach continues after written notice from order to elect the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any individual to serve as a Director, and the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this AgreementDLJMB Nominee. (c) In The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one member of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that a vacancy is created at the right of any time by the death, disability, retirement, removal or resignation of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation Shareholder pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice 2.01 to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors designate or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof. (e) The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as nominate a member of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directorspurpose.

Composition of the Board. (a) Pursuant to For so long as the Securities Purchase Agreement Partnership Interest held by the Carrier Holders, in the aggregate, is at least twenty percent (20%) (the “Carrier Scale-Down Partnership Interest”) and the Partnership Interest held by the Watsco Holders, in each case effective as of the Closing: aggregate, is at least fifty percent (i50%) (the “Watsco Scale-Down Partnership Interest”), the Board shall take all necessary corporate action to increase be composed of five (5) Directors, of whom two (2) Directors shall be designated by the Total Number Carrier Deciding Shareholder and three (3) Directors shall be designated by the Watsco Deciding Shareholder. Notwithstanding the forgoing, the number of Directors constituting the entire Board may be increased or decreased beyond the number set forth above from time to six time by Approval of the Board, subject to Section 5.3; provided that, so long as the Partnership Interest of the Carrier Holders is equal to or greater than the Carrier Scale-Down Partnership Interest, in the case of any increase or decrease in the number of Directors constituting the entire Board, the composition of the Board shall be adjusted to provide the Carrier Deciding Shareholder with the right to designate the whole number (6), including one rounding up) of Directors that is closest to forty percent (140%) Initial Investor Designee; and (ii) of the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the entire Board. (b) From and after Following such time as the Closing until Partnership Interest held by the Sunset DateCarrier Holders is less than the Carrier Scale-Down Partnership Interest, subject the number of Directors designated by the Carrier Deciding Shareholder shall be reduced to the terms whole number (rounding up) of Directors that is closest to the product of (i) the Partnership Interest held by the Carrier Holders at such time and conditions (ii) the number of this Article II, Directors constituting the Lead Investor shall have the right (but not the obligation) entire Board. Any Directors with respect to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate Carrier Deciding Shareholder’s designation rights are terminated pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director 3.2(b), shall be referred to herein removed from the Board as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 date of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to curetermination of such designation rights. In such event, the Lead Investor replacements of such removed Directors shall not be entitled to designate any individual to serve as a Director, and determined by the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this AgreementApproval of the Shareholders. (c) In Following such time as the event that a vacancy is created at any time Partnership Interest held by the deathWatsco Holders is less than the Watsco Scale-Down Partnership Interest, disability, retirement, removal or resignation the Watsco Deciding Shareholder shall only be entitled to designate the whole number (rounding up) of the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, Directors that is closest to the fullest extent permitted product of (i) the Partnership Interest held by Law, the Watsco Holders at any such time and from time (ii) the number of Directors constituting the entire Board. Any Directors with respect to time, to accomplish whom the same as soon as possible following such designation. (d) For any Watsco Deciding Shareholder’s designation rights are terminated pursuant to this Section 2.1 that occurs after 3.2(c), shall be removed from the Closing, in connection with an election Board as of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of such termination of such designation rights. In such event, the meeting replacements of shareholders such removed Directors shall be determined by the Approval of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereofShareholders. (e) The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directors.

Composition of the Board. (a) Pursuant On the Closing Date, the authorized number of directors on the Board shall be established at nine (9) directors, with two vacancies, but may be increased or decreased as determined from time to time exclusively by resolution duly adopted by the Securities Purchase Agreement Board of Directors in accordance with the Amended and in each case effective Restated Bylaws of the Company, as may be amended from time to time (the “Bylaws”) (including as required by applicable Law) (the number of directors authorized at any given time, the “Total Number of Directors”). (b) Notwithstanding the foregoing Section 2.01(a), during the term of this Agreement, and subject to applicable Law, THL and Cannae shall have the right to (by mutual agreement) determine the Total Number of Directors. (c) Effective as of the ClosingClosing Date, each of THL and Cannae shall vote all of their Voting Securities and shall take all other necessary or desirable actions within their control (whether in the capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control, so that five (5) Sponsor Director Designees designated (by mutual agreement) by THL and Cannae shall initially be elected to the Board (the “Initial Designations”). (d) Following the Initial Designations: (i) the Board each of THL and Fidelity shall vote all of their Voting Securities and shall take all other necessary corporate action to increase or desirable actions within their control (whether in the Total Number capacity as a stockholder or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of Directors to six (6obtaining a quorum and execution of written consents in lieu of meetings), including one (1) Initial Investor Designee; and (ii) the Company shall take all necessary corporate action and desirable actions within its control (including, without limitation, including in the slate of nominees nominated by the Board (or an authorized committee thereof) for election as directors of the Company by the stockholders of the Company each Sponsor Director Designee), to appoint cause the Initial Investor Designee Sponsor Director Designees designated by THL and Cannae in accordance with Section 2.01(e) or Section 2.01(f), as applicable, to be elected to the BoardBoard at any meeting of the stockholders of the Company called for such purpose. (be) From For so long as THL and after Cannae collectively hold greater than or equal to 50 percent (50%) in voting power of all the Closing until then-outstanding Voting Securities as of such date, then: (i) for so long as Cannae holds greater than or equal to twelve and one half of a percent (12.5%) in voting power of all the Sunset Datethen-outstanding Voting Securities, subject to the terms THL and conditions of this Article II, the Lead Investor Cannae shall have the right to designate (by mutual agreement) five (5) Sponsor Director Designees; (ii) for so long as Cannae holds greater than or equal to seven and one half of a percent (7.5%) but less than twelve and one half of a percent (12.5%) in voting power of all the then-outstanding Voting Securities, THL shall have the right to individually designate four (4) Sponsor Director Designees and Cannae shall have the right to individually designate one (1) Sponsor Director Designee; and power of all the then-outstanding Voting Securities, then THL shall have the right to individually designate five (5) Sponsor Director Designees and Cannae shall not have the obligationright to designate any Sponsor Director Designee. (f) At such time as THL and Cannae cease to collectively hold greater than or equal to 50 percent (50%) in voting power of all the then-outstanding Voting Securities as of such date, then each of THL and Cannae will have the right to individually designate: (i) for so long as such party holds at least forty percent (40%) in voting power of all the then-outstanding Voting Securities, and a total of four (4) Sponsor Director Designees; (ii) for so long as such party holds at least thirty percent (30%) but less than forty percent (40%) in voting power of all the individuals nominated then-outstanding Voting Securities, a total of three (3) Sponsor Director Designees; (iii) for election so long as Directors by or such party holds at least twenty percent (20%) but less than thirty percent (30%) in voting power of all the direction then-outstanding Voting Securities, a total of two (2) Sponsor Director Designees; (iv) for so long as such party holds at least ten percent (10%) but less than twenty percent (20%) in voting power of all the Board or a dulythen-authorized committee thereof shall includeoutstanding Voting Securities, one (1) individual Sponsor Director Designee. (g) If the: (i) Sponsor Stockholders cease to have the right to designate (by mutual agreement) five (5) Sponsor Director Designees to the Board pursuant to Section 2.01(e)(i), then any Sponsor Director Designee who is not designated by THL or Cannae to remain on the Board as a Sponsor Director Designee of THL or Cannae (as applicable) in accordance with Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f) shall immediately resign from the Board; (ii) number of Sponsor Director Designees that meets a Sponsor Stockholder has the right to individually designate to the Board is decreased pursuant to Section 2.01(e)(ii), Section 2.01(e)(iii) or Section 2.01(f), then the corresponding number of Sponsor Director Designees of such Sponsor Shareholder shall resign from the Board, and the Company and the Sponsor Stockholders shall be promptly required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such Sponsor Director Designee. (h) Except as provided in Section 2.01(g), in the event that any Sponsor Director Designee Qualifications (the “Departing Sponsor Director Designee”) for any reason ceases to serve as a Director (member of the Board during such individual whom Person’s term of office, the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director resulting vacancy on the Board shall be referred to herein filled by a Sponsor Director Designee by the Sponsor Stockholder or Sponsor Stockholders (as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”applicable) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be who was entitled to designate any individual to serve the Departing Sponsor Director Designee in accordance with Section 2.01(e) or Section 2.01(f), as a Director, and the Investor Designee shall not be entitled to serve as a Director, in each case pursuant to this Agreementapplicable. (ci) In the event that a vacancy THL Affiliate that is created at any time by the deathparty hereto or a Cannae Affiliate that is party hereto transfers, disability, retirement, removal directly or resignation of the Investor Designeeindirectly, any individual nominated Voting Securities to a THL Affiliate or appointed by a Cannae Affiliate, respectively, that is not already a party to this Agreement, such transferring party shall, as a condition to any such transfer, require such transferee to enter into a joinder agreement to become party to this Agreement and be deemed to be a party for all purposes herein. Subject to the foregoing, for the avoidance of doubt, the parties hereto acknowledge and agree that this Agreement does not restrict or otherwise impair any rights of THL or Cannae to sell, assign or otherwise transfer their respective shares of Common Stock to any other Person. (j) The Company shall reimburse the Sponsor Director Designees for all reasonable out-of-pocket expenses incurred in connection with their attendance at the direction meetings of the Board or the board of directors of any duly-authorized committee thereof to fill such vacancy shall beof the Company’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses, in accordance with the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designationCompany’s reimbursement policies. (d) For any designation pursuant to this Section 2.1 that occurs after the Closing, in connection with an election of Directors by the shareholders of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof. (ek) The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through obtain customary director and officer indemnity insurance on commercially reasonable termsterms which insurance shall cover each member of the Board and the members of each board of directors of each of the Company’s Subsidiaries. The Company and its Subsidiaries shall enter into director and officer indemnification agreements, substantially in the form attached at all times provide Exhibit B hereto, with each of the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other DirectorsSponsor Director Designees.

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective Effective as of the Closing: (i) , the Board shall initially be comprised of 20 directors of whom nine Directors shall be Class A Directors nominated and elected solely by the Class A Holders. Such initial nine Class A Directors shall be apportioned equally among the three classes of Directors of the Company as determined by the Class A Holders. Prior to the Closing, the Board shall take all such action as is required under applicable law (including increasing the size of the Board if necessary) to cause to be elected to the Board, effective upon the Closing, the initial Class A Nominees. Following the Closing, the size of the Board may be increased or decreased as permitted by the By-Laws and Restated Charter of the Company as in effect from time to time. (b) At least 30 days prior to its distribution of its proxy statement or information statement with respect to each meeting of stockholders at which Directors are to 123 be elected, the Company shall notify the Class A Holders as to the number of Class A Nominees that the Class A Holders are entitled to designate (calculated based on the estimated Ownership Percentage as of the anticipated record date). BNP, on behalf of the Class A Holders, shall notify the Company of the identity of the Class A Nominees designated pursuant to this Section and shall provide to the Company any information regarding such Class A Nominees required by the Exchange Act and the rules and regulations promulgated by the Commission thereunder to be set forth in such proxy statement or information statement (the "Proxy Information") on or prior to the close of business on the later of (x) the 15th day following its receipt of the Company's notice and (y) the 30th day prior to the Company's anticipated distribution of such proxy statement or information statement. Promptly following the record date, the Company shall advise the Class A Holders of the actual Ownership Percentage as of the record date and shall provide the Class A Holders with a reasonable opportunity to withdraw the name or names of previously submitted Class A Nominees (in the event that such holders are entitled to elect fewer directors than previously estimated) or supplement the list of Class A Nominees (in the event that such holders are entitled to nominate more Class A Nominees than previously estimated). The Proxy Information, on the date the proxy statement is first mailed to the Company's stockholders and on the date of the related stockholders meeting, shall not contain an untrue statement of a material fact or omit to state any material fact necessary corporate action to increase make the Total Number statements therein, in light of the circumstances under which they are made, not misleading. (c) The Company shall provide notice of any meeting of the Board of Directors for which advance notice is required to six be given under the By-Laws in the manner and at the times required by such By-Laws. In order to assure timely receipt of any such notice, (6)i) BNP shall provide to the Company, including one or shall cause each Class A Director to provide to the Company (1A) Initial Investor Designee; and a fax number to which such notices may be sent by fax, or an e-mail address to which such notices may be sent by electronic e-mail and (B) an address to which notices may be sent by mail or recognized courier service, and (ii) the Company shall take all necessary corporate action provide any notice to appoint each Class A Director of a Board meeting required by the Initial Investor Designee to preceding sentence (A) by fax or e-mail (as specified by such Director) not later than the Board. (b) From and after the Closing until the Sunset Date, subject to the terms and conditions of this Article II, the Lead Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 such notice is first required to be sent or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to designate any individual to serve as a Directorgiven, and the Investor Designee shall not be entitled to serve as a Director(B) by mail or recognized courier service, sent on such date, in each case pursuant in accordance with the delivery instructions provided by BNP or such Director from time to this Agreement. time in accordance with clause (ci) In or if no such instructions are provided, to such Class A Director in care of BNP at its principal executive offices. Each Class A Director shall be responsible for providing the event that a vacancy is created at any time by Company with the death, disability, retirement, removal or resignation information specified in clause (i) of the Investor Designee, preceding sentence and any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof changes to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to information that may be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and applicable from time to time, to accomplish the same as soon as possible following such designation. (d) For No Person who is not an officer of BNP or any designation pursuant of its Affiliates shall be a Class A Nominee and no Person who is not an officer of BNP or any of its Affiliates shall be permitted to this Section 2.1 that occurs after the Closingfill any vacancy created with respect to any Class A directorship unless, in connection with an election of Directors either case, such Person shall be reasonably satisfactory to the Board (as evidenced by a resolution duly adopted by the shareholders Directors constituting a majority of the Company, the Lead Investor shall identify its designee by written notice to the Company no less than ninety (90) days entire Board prior to the date of the meeting of shareholders of the Company called for the purpose of electing Directors or if later, prior to the 10th day after the public announcement of the meeting datetime such Person becomes a Class A Nominee). So long as an individual designated by the Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof. (e) The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directors.124