Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) The members of the Board shall be nominated and elected in accordance with the Governing Documents and the provisions of this Agreement. Effective as of the IPO Date, the Board shall be comprised of seven Directors, which Directors shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, and one vacancy, with such vacancy to be filled with the nominee of the Stockholder pursuant to this Agreement. The Chairman of the Board shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇. (b) From and after the date hereof, the Stockholder shall have the right, but not the obligation, to nominate a number of designees to the Board, equal to: (i) the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 50% of all Shares (as determined on a Common Equivalents basis); (ii) the highest whole number that is greater than 50% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40% (but less than 50%) of all Shares (as determined on a Common Equivalents basis); (iii) the highest whole number that is greater than 40% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of all Shares (as determined on a Common Equivalents basis) continues to be at least 30% (but less than 40%) of all Shares (as determined on a Common Equivalents basis); (iv) the highest whole number that is greater than 25% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 20% (but less than 30%) of all Shares (as determined on a Common Equivalents basis); and (v) the highest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 10% (but less than 20%) of all Shares (as determined on a Common Equivalents basis). In the event that the Stockholder has nominated less than the total number of designees the Stockholder is entitled to nominate pursuant to this Section 2.01(b), the Stockholder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Stockholder and the Company shall take, or cause to be taken, all Necessary Action to (A) increase the size of the Board as required to enable the Stockholder to so nominate such additional designees and (B) appoint such additional designees nominated by the Stockholder to such newly created directorships. Each such individual whom the Stockholder shall designate pursuant to this Section 2.01(b) and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Stockholder Designee.” (c) The parties hereto agree that so long as the Stockholder Designees meet the requirements for Independent Directors in accordance with the rules of the Exchange, then the Stockholder Designees shall be considered “independent directors” with respect to the requirements of the Exchange, as well as the Governing Documents. (d) For so long as the Directors on the Board are divided into three classes, such Stockholder Designees shall be apportioned among such classes so as to maintain the number of Stockholder Designees in each class as nearly equal as possible. The Stockholder is hereby authorized to assign the Stockholder Designees in office to such classes in connection with the nomination pursuant to Section 2.01(b). (e) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.01 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors, (B) nominating and recommending each such individual to be elected as a Director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a Director. (f) At any time the number of Directors that the Stockholder is entitled to designate pursuant to this Section 2.01 is less than the number of Stockholder Designees on the Board, the Stockholder shall cause the required number of Directors to resign from the Board or not stand for reelection on or prior to the Company’s next general meeting of shareholders at which Directors of the Company are to be elected, and any vacancies resulting from such resignation shall be filled by the Board in accordance with the Governing Documents, the rules of the U.S. Securities Exchange Commission (the “SEC”) and the rules of the Exchange then in effect. (g) For the avoidance of doubt, the rights granted to the Stockholder to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Stockholder or any of its Affiliates may have to nominate, elect or remove directors under the Governing Documents or the Delaware General Corporation Law.

Composition of the Board. (a) The members of the Board shall be nominated and elected in accordance with the Governing Documents Articles of Association and the provisions of this Agreement. Effective as As of the IPO Date, the Board shall be comprised composed of seven Directors, which Directors shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, and one vacancy, with such vacancy to be filled with the nominee of the Stockholder pursuant to this Agreement. The Chairman of the Board shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇nine directors. (b) From and after the date hereof, the Stockholder Shareholder shall have the right, but not the obligation, to nominate a number of designees to the Board, Board (the “Shareholder Directors”) equal to: : (i) up to five Shareholder Directors (or if the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 50% of all Shares (as determined on a Common Equivalents basis); (ii) the highest whole number that is greater than 50% size of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares Board is increased, a majority (as determined on a Common Equivalents basis) continues to be at least 40% (but less i.e., more than 50%) of all Shares (the total number of directors, rounded upward to the nearest whole number), so long as determined on a Common Equivalents basis); (iii) the highest whole number that is greater than Shareholder and its Affiliates continue to beneficially own at least 40% of the Total Number Voting Power, (ii) up to three Shareholder Directors (or if the size of Directors the Board is increased, one-third of the total number of Directors, rounded upward to the nearest whole number), so long as the Stockholder’s Aggregate Ownership of all Shares (as determined on a Common Equivalents basis) continues Shareholder and its Affiliates continue to be beneficially own at least 30% (but less than 40%) of all Shares (as determined on a Common Equivalents basis); (iv) the highest whole number that is greater than 25% of the Total Number Voting Power, and (iii) up to one Shareholder Director (or if the size of Directors the Board is increased, 10% of the total number of directors, rounded upward to the nearest whole number), so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues Shareholder and its Affiliates continue to be beneficially own at least 20% (but less than 30%) of all Shares (as determined on a Common Equivalents basis); and (v) the highest whole number (such number always being equal to or greater than one) that is greater than 105% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 10% (but less than 20%) of all Shares (as determined on a Common Equivalents basis)Voting Power. In the event that the Stockholder Shareholder has nominated less than the total number of designees Shareholder Directors the Stockholder Shareholder is entitled to nominate pursuant to this Section 2.01(b), the Stockholder Shareholder shall have the right, at any time, to nominate such additional designees Shareholder Directors to which it is entitled, in which case the Stockholder Shareholder and the Company shall take, or cause to be taken, all Necessary Action to (A) increase the size of the Board as required to enable the Stockholder to so nominate such additional designees and (B) appoint such additional designees Shareholder Directors nominated by the Stockholder Shareholder to such newly created directorships. Each such individual whom the Stockholder shall designate pursuant to this Section 2.01(b) and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Stockholder DesigneeBoard.” (c) The parties hereto agree that so long as the Stockholder Designees meet the requirements for Independent Directors in In accordance with the rules Articles of Association, from and after the date on which the Shareholder (together with its Affiliates) no longer beneficially owns more than 50% of the ExchangeTotal Voting Power (the “Classifying Date”), then the Stockholder Designees directors shall be considered “independent directors” with respect to the requirements of the Exchange, as well as the Governing Documents. (d) For so long as the Directors on the Board are divided into three classesclasses designated Class I, such Stockholder Designees Class II and Class III. Each class of Directors shall be apportioned among such classes so consist, as to maintain nearly as possible, of one third of the total number of Stockholder Designees in each class as nearly equal as possibledirectors constituting the entire Board. The Stockholder is hereby authorized to Board shall assign members of the Stockholder Designees Board in office at the Classifying Date to such classes in connection with classes. Each director shall serve for a term ending on the nomination pursuant to Section 2.01(b). (e) The Company agrees, to date of the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.01 in the slate of nominees recommended by the Board for election at any third annual general meeting of stockholders called for shareholders next following the purpose of electing Directors, (B) nominating and recommending each such individual to be elected as a Director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a Director. (f) At any time the number of Directors that the Stockholder is entitled to designate pursuant to this Section 2.01 is less than the number of Stockholder Designees on the Board, the Stockholder shall cause the required number of Directors to resign from the Board or not stand for reelection on or prior to the Company’s next annual general meeting of shareholders at which such director was elected, provided that directors initially designated as Class I Directors (“Class I Directors”) shall serve for a term ending on the date of the Company are to be electedfirst annual general meeting of shareholders following the Classifying Date, directors initially designated as Class II Directors (“Class II Directors”) shall serve for a term ending on the second annual general meeting of shareholders following the Classifying Date, and any vacancies resulting from such resignation directors initially designated as Class III Directors (“Class III Directors”) shall serve for a term ending on the date of the third annual general meeting of shareholders following the Classifying Date. The Company shall ensure that the Shareholder Directors shall be filled allocated to the longest duration classes, unless otherwise directed by the Board in accordance with the Governing Documents, the rules of the U.S. Securities Exchange Commission (the “SEC”) and the rules of the Exchange then in effectShareholder. (g) For the avoidance of doubt, the rights granted to the Stockholder to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Stockholder or any of its Affiliates may have to nominate, elect or remove directors under the Governing Documents or the Delaware General Corporation Law.

Composition of the Board. (a) The members of the Board shall be nominated and elected in accordance with the Governing Documents and the provisions of this Agreement. Effective as of the IPO Date, the Board shall be comprised of seven five Directors, which Directors directors shall initially be ▇▇▇(i) André Street ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (collectively, the “Shareholder Directors”), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and one vacancy, with such vacancy to be filled with the nominee of the Stockholder pursuant to this AgreementAli Mazanderani. The Chairman of the Board shall initially be André Street ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. (b) From and after the date hereof, the Stockholder Shareholders shall have the right, but not the obligation, to nominate a number of designees to the Board, equal to: : (i) up to three designees (or if the size of the Board is increased, a majority (i.e. more than 50%) of the Total Number of Directors Directors, rounded upward to the nearest whole number), so long as the Stockholder’s Shareholders’ and their Affiliates’ Aggregate Ownership Voting Power of Shares (as determined on a Common Equivalents basis) continues to be at least 5025% of the total voting power of all Shares (as determined on a Common Equivalents basis); , (ii) up to two designees (or if the highest whole number that is greater than 50% size of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40% (but less than 50%) of all Shares (as determined on a Common Equivalents basis); (iii) the highest whole number that Board is greater than 40% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of all Shares (as determined on a Common Equivalents basis) continues to be at least 30% (but less than 40%) of all Shares (as determined on a Common Equivalents basis); (iv) the highest whole number that is greater than increased, 25% of the Total Number of Directors Directors, rounded upward to the nearest whole number), so long as the Stockholder’s Shareholders’ and their Affiliates’ Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 20% (but less than 30%) of all Shares (as determined on a Common Equivalents basis); and (v) the highest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership Voting Power of Shares (as determined on a Common Equivalents basis) continues to be at least 10% (but less than 20%) of the total voting power of all Shares (as determined on a Common Equivalents basis), and (iii) up to one designee (or if the size of the Board is increased, 10% of the Total Number of Directors, rounded upward to the nearest whole number), so long as the Shareholders’ and their Affiliates’ Aggregate Voting Power of Shares (as determined on a Common Equivalents basis) is (x) less than 10% of the total voting power of all Shares and (y) at least 5% of the total voting power of all Shares, each as determined on a Common Equivalents basis. In the event that the Stockholder has Shareholders have nominated less than the total number of designees the Stockholder is Shareholders are entitled to nominate pursuant to this Section 2.01(b), the Stockholder Shareholders shall have the right, at any time, to nominate such additional designees to which it is they are entitled, in which case the Stockholder Shareholders and the Company shall take, or cause to be taken, all Necessary Action to (A) increase the size of the Board as required to enable the Stockholder Shareholders to so nominate such additional designees and (B) appoint such additional designees nominated by the Stockholder Shareholders to such newly created directorships. Each such individual whom the Stockholder shall designate pursuant to this Section 2.01(b) and who is thereafter elected and qualifies to serve as a Director specified Shareholder designee shall be referred to herein hereinafter as a “Stockholder Shareholder Designee.” (c) The parties hereto agree that so long as the Stockholder Designees meet the requirements for Independent Directors in In accordance with the rules Articles of Association, from and after the date on which the Shareholders (and/or their respective Affiliates) no longer constitute a group that beneficially owns more than fifty percent of the Exchange, then the Stockholder Designees shall be considered “independent directors” with respect to the requirements outstanding voting power of the ExchangeCompany (the “Classifying Date”), as well as the Governing Documents. (d) For so long as Company shall cause the Directors on to be, and the Board are Directors shall be, divided into three classesclasses designated Class I, such Stockholder Designees Class II and Class III. Each class of Directors shall be apportioned among such classes so consist, as to maintain nearly as possible, of one third of the total number of Stockholder Designees in each class as nearly equal as possibleDirectors constituting the entire Board. The Stockholder Board is hereby authorized to assign members of the Stockholder Designees Board in office at the Classifying Date to such classes in connection with classes. Each Director shall serve for a term ending on the nomination pursuant to Section 2.01(b). (e) The Company agrees, to date of the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.01 in the slate of nominees recommended by the Board for election at any third annual general meeting of stockholders called for shareholders next following the purpose of electing Directors, (B) nominating and recommending each such individual to be elected as a Director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a Director. (f) At any time the number of Directors that the Stockholder is entitled to designate pursuant to this Section 2.01 is less than the number of Stockholder Designees on the Board, the Stockholder shall cause the required number of Directors to resign from the Board or not stand for reelection on or prior to the Company’s next annual general meeting of shareholders at which such Director was elected, provided that Directors initially designated as Class I Directors (“Class I Directors”) shall serve for a term ending on the date of the Company are to be electedfirst annual general meeting of shareholders following the Classifying Date, Directors initially designated as Class II Directors (“Class II Directors”) shall serve for a term ending on the second annual general meeting of shareholders following the Classifying Date, and any vacancies resulting from such resignation Directors initially designated as Class III Directors (“Class III Directors”) shall serve for a term ending on the date of the third annual general meeting of shareholders following the Classifying Date. The Shareholder Designees shall be filled allocated to the longest duration classes, unless otherwise determined by the Board in accordance with the Governing Documents, the rules of the U.S. Securities Exchange Commission (the “SEC”) and the rules of the Exchange then in effectShareholders. (g) For the avoidance of doubt, the rights granted to the Stockholder to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Stockholder or any of its Affiliates may have to nominate, elect or remove directors under the Governing Documents or the Delaware General Corporation Law.

Composition of the Board. (a) The members of the Board shall be nominated and elected in accordance with the Governing Documents and the provisions of this Agreement. Effective as of the IPO Date, the Board shall be comprised of seven Directors, which Directors shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ and one vacancy, with such vacancy to be filled with the nominee of the Stockholder pursuant to this Agreement▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Chairman of the Board shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇. (b) From and after the date hereof, the Stockholder shall have the right, but not the obligation, to nominate a number of designees to the Board, equal to: (i) the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 50% of all Shares (as determined on a Common Equivalents basis); (ii) the highest whole number that is greater than 50% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40% (but less than 50%) of all Shares (as determined on a Common Equivalents basis); (iii) the highest whole number that is greater than 40% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of all Shares (as determined on a Common Equivalents basis) continues to be at least 30% (but less than 40%) of all Shares (as determined on a Common Equivalents basis); (iv) the highest whole number that is greater than 25% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 20% (but less than 30%) of all Shares (as determined on a Common Equivalents basis); and (v) the highest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 10% (but less than 20%) of all Shares (as determined on a Common Equivalents basis). In the event that the Stockholder has nominated less than the total number of designees the Stockholder is entitled to nominate pursuant to this Section 2.01(b), the Stockholder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Stockholder and the Company shall take, or cause to be taken, all Necessary Action to (A) increase the size of the Board as required to enable the Stockholder to so nominate such additional designees and (B) appoint such additional designees nominated by the Stockholder to such newly created directorships. Each such individual whom the Stockholder shall designate pursuant to this Section 2.01(b) and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Stockholder Designee.” (c) The parties hereto agree that so long as the Stockholder Designees meet the requirements for Independent Directors in accordance with the rules of the Exchange, then the Stockholder Designees shall be considered “independent directors” with respect to the requirements of the Exchange, as well as the Governing Documents. (d) For so long as the Directors on the Board are divided into three classes, such Stockholder Designees shall be apportioned among such classes so as to maintain the number of Stockholder Designees in each class as nearly equal as possible. The Stockholder is hereby authorized to assign the Stockholder Designees in office to such classes in connection with the nomination pursuant to Section 2.01(b). (e) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.01 in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors, (B) nominating and recommending each such individual to be elected as a Director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual standing for election as a Director. (f) At any time the number of Directors that the Stockholder is entitled to designate pursuant to this Section 2.01 is less than the number of Stockholder Designees on the Board, the Stockholder shall cause the required number of Directors to resign from the Board or not stand for reelection on or prior to the Company’s next general meeting of shareholders at which Directors of the Company are to be elected, and any vacancies resulting from such resignation shall be filled by the Board in accordance with the Governing Documents, the rules of the U.S. Securities Exchange Commission (the “SEC”) and the rules of the Exchange then in effect. (g) For the avoidance of doubt, the rights granted to the Stockholder to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Stockholder or any of its Affiliates may have to nominate, elect or remove directors under the Governing Documents or the Delaware General Corporation Law.

Composition of the Board. (a) The members For so long as Crandall Close Bowles is serving as Chief Executive Officer of the Board shall be nominated and elected in accordance with the Governing Documents and the provisions of this Agreement. Effective as of the IPO Date, the Board shall be comprised of seven Directors, which Directors shall initially be ▇▇▇▇▇ ▇▇C▇▇▇▇▇▇, the Boa▇▇ ▇▇▇▇▇▇▇ ▇ll consist of six Directors, selected as follows: (i) three Directors (the "Family Directors") shall be nominated by the Family Representative on behalf of the Family Shareholders, so long as the Family Shareholders continue to hold at least 67% of the Base Amount, and (ii) three Directors (the "Investor Directors") shall be nominated by the Investor Representative on behalf of the Investors, so long as the Investors continue to hold at least 67% of the Base Amount. After such time as the Family Shareholders cease to hold at least 67% of the Base Amount, the number of Family Directors to be nominated by the Family Representative on behalf of the Family Shareholders shall be (i) two so long as the Family Shareholders continue to hold at least 33% of the Base Amount and (ii) none when the Family Shareholders cease to hold at least 33% of the Base Amount. After such time as the Investors cease to hold at least 67% of the Base Amount, the number of Investor Directors to be nominated by the Investor Representative on behalf of the Investors shall be (i) two so long as the Investors continue to hold at least 33% of the Base Amount and (ii) none when the Investors cease to hold at least 33% of the Base Amount. The loss by the Family Representative or the Investor Representative of the ability to nominate a Director or Directors pursuant to this Section 4.1(a) is not intended to affect the overall number of Directors of the Company, and any Director whose nomination is not provided for by this Section 4.1(a) shall be elected in accordance with the second sentence of Section 4.1(c). (b) During any period in which Crandall Close Bowles is not the Chief Executive Officer of the Comp▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Board ▇▇▇▇▇ ▇▇▇▇▇▇▇consist of seven Directors, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, and one vacancy, with such vacancy to be filled with the nominee of the Stockholder pursuant to this Agreement. The Chairman of the Board shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇. (b) From and after the date hereof, the Stockholder shall have the right, but not the obligation, to nominate a number of designees to the Board, equal to: including (i) the Total Number Directors nominated pursuant to Section 4.1(a), if any, none of Directors so long as whom may be the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 50% of all Shares (as determined on a Common Equivalents basis); Chief Executive Officer, and (ii) the highest whole number that is greater than 50% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 40% (but less than 50%) of all Shares (as determined on a Common Equivalents basis); (iii) the highest whole number that is greater than 40% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of all Shares (as determined on a Common Equivalents basis) continues to be at least 30% (but less than 40%) of all Shares (as determined on a Common Equivalents basis); (iv) the highest whole number that is greater than 25% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 20% (but less than 30%) of all Shares (as determined on a Common Equivalents basis); and (v) the highest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors so long as the Stockholder’s Aggregate Ownership of Shares (as determined on a Common Equivalents basis) continues to be at least 10% (but less than 20%) of all Shares (as determined on a Common Equivalents basis). In the event that the Stockholder has nominated less than the total number of designees the Stockholder is entitled to nominate pursuant to this Section 2.01(b), the Stockholder shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case the Stockholder and the Company shall take, or cause to be taken, all Necessary Action to (A) increase the size of the Board as required to enable the Stockholder to so nominate such additional designees and (B) appoint such additional designees nominated by the Stockholder to such newly created directorships. Each such individual whom the Stockholder shall designate pursuant to this Section 2.01(b) and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Stockholder DesigneeChief Executive Officer.” (c) The parties hereto agree Each Shareholder agrees that so long it shall vote its shares of Company Common Stock or execute consents, as the Stockholder Designees meet case may be, and take all other necessary action in order to ensure that the requirements for Independent Directors Board is as set forth in accordance with the rules of the Exchange, then the Stockholder Designees shall be considered “independent directors” with respect to the requirements of the Exchangethis Section 4.1. If, as well as a result of dispositions of Company Common Stock by the Governing Documents. (d) For so long as Investors or the Directors Family Shareholders, there are positions on the Board for which nominations are divided into three classes, such Stockholder Designees shall be apportioned among such classes so as to maintain the number of Stockholder Designees in each class as nearly equal as possible. The Stockholder is hereby authorized to assign the Stockholder Designees in office to such classes in connection with the nomination not supplied pursuant to Section 2.01(b). (e) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law4.1(a), to take all Necessary Action to effectuate the above by; (A) including the persons designated pursuant to this Section 2.01 in the slate each Shareholder may vote its shares of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing Directors, (B) nominating and recommending each such individual to be elected as a Director as provided herein, (C) soliciting proxies or consents in favor thereof, and (D) without limiting the foregoing, otherwise using its reasonable best efforts to cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees Company Common Stock as it provides sees fit to any other individual standing for election as a Director. (f) At any time fill such positions. The Board immediately after the number of Directors that the Stockholder is entitled to designate pursuant to this Section 2.01 is less than the number of Stockholder Designees on the Board, the Stockholder Effective Time shall cause the required number of Directors to resign from the Board or not stand for reelection on or prior to the Company’s next general meeting of shareholders at which Directors consist of the Company are to be elected, and any vacancies resulting from such resignation shall be filled by the Board in accordance with the Governing Documents, the rules of the U.S. Securities Exchange Commission (the “SEC”) and the rules of the Exchange then in effect. (g) For the avoidance of doubt, the rights granted to the Stockholder to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Stockholder or any of its Affiliates may have to nominate, elect or remove directors under the Governing Documents or the Delaware General Corporation Law.individuals listed on Exhibit D.