Common use of Nomination of Directors Clause in Contracts

Nomination of Directors. (A) The Participating Shareholders and Mariner acknowledge the benefits of a Board nominated with the knowledge, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner shall be entitled to nominate four (4) candidates for election to the Board; R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two (2) candidates for election to the Board, including himself; M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be entitled to nominate one (1) candidate for election to the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Board, provided that one of the candidates nominated to the Board by R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of the candidates nominated to the Board by M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; and, the Chief Executive Officer of NYMAGIC, INC. shall be entitled to nominate three (3) directors for election to the Board, all of whom shall be Independent Directors, as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one of the Mariner nominated members of the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individuals. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, provided that any replacement director complies with the provisions of Article IV (B).

Nomination of Directors. (Aa) The Participating Shareholders and Mariner acknowledge As of the benefits Closing Date, the holders of the Preferred Stock, as a Board nominated with the knowledgeseparate class, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner shall be entitled to nominate four appoint three (43) candidates for election persons, and the Sellers agree that such appointees shall be as designated by the Star Entities (as defined below), Valley Venture Capital LP and/or any of its affiliates, and the Infinity Entities (as defined below) (the “Designating Sellers”), (b) at the next annual general meeting of the stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect three (3) persons to the Board; RBoard of Directors of Unity, to be nominated by the Designating Sellers, and (c) as of the next annual general meeting of the stockholders of Unity after the next annual general meeting of the Stockholders of Unity following the Closing Date, the holders of the Preferred Stock, as a separate class, shall be entitled to elect two (2) persons to the Board of Directors of Unity, to be nominated by the Designating Sellers. The Designating Sellers hereby designate Ran Shahor, Amir Gal-Or and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two (2) candidates for election to the Board, including himself; M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the persons to be appointed as directors on the Closing Date; Unity shall take all action to have such persons nominated at the first meeting of the stockholders of Unity to be convened following the execution of this Agreement. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be entitled insured by a customary directors and officers insurance policy, which shall remain in force and effect with respect to nominate one (1) candidate for election each such director so long as any claims may be filed against such person with respect to any action or omission of such person as a member of the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Boardof Directors of Unity, provided that one of the candidates nominated to the Board by R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of the candidates nominated to the Board by M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; and, the Chief Executive Officer of NYMAGIC, INC. shall be entitled to nominate three (3) directors for election to the Board, all of whom shall be Independent Directors, as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one of the Mariner nominated members of the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individuals. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of Unity may determine to not obtain such insurance if such determination is consented to by the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates directors nominated by the Participating ShareholdersDesignating Sellers. Unity undertakes that any and all directors appointed by the holders of the Preferred Stock shall be issued indemnification letter agreements in form and substance consistent with the current Bylaws of Unity. For purposes hereof, the Star Entities shall mean the holders of the majority of the securities of Unity held by (i) SVE STAR Ventures Enterprises No. VII, a German Civil Law Partnership (with limitation of liability), (ii) Star Seed Enterprises, a German Civil Law Partnership (with limitation of liability), (iii) SVM STAR Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, (iv) SVM Star Ventures Management GmbH Nr.3, and (v) SVE Star Ventures Enterprises GmbH & Co. No. VIIa KG and/or any of their affiliates. For purposes hereof, the Infinity Entities shall mean (i) Infinity I Annex Fund, L.P., (ii) FBR Infinity II Ventures (Israel) LP, (iii) FBR Infinity II Ventures LP, (iv) FBR Infinity II Ventures (Erisa) LP, (v) Israel Infinity Venture Capital Fund (Israel) L.P., (vi) Israel Infinity Venture Capital Fund (Delaware), L.P., (vii) Israel Infinity Venture Capital Fund (Cayman I), L.P., (viii) Israel Infinity Venture Capital Fund (Cayman II)L.P., (ix) Clal Industries and Investments Ltd., and (x) Clal Electronics Industries Ltd. and/or any of their affiliates. 13 Indemnification. a. Each Seller (Deach, an "Indemnifying Party") Subject undertakes and agrees to indemnify Unity Wireless against and in respect of any and all direct losses, damages, costs and expenses (including reasonable legal fees and expenses) and shall on demand reimburse Unity Wireless for: i. any and all direct loss, liability or damage suffered or incurred by Unity Wireless (the provisions “Indemnified Party”) by reason of any untrue representation, breach of warranty or non-fulfillment of any covenant by Celletra or such specific Seller contained herein; ii. any and all direct loss, liability or damage suffered or incurred by the Indemnified Party by reason of or in connection with any claim for finder's fee or brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of the Corporation’s By-lawsIndemnifying Party with respect to this Agreement or any of the transactions contemplated hereby; iii. any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including, without limitation, reasonable legal fees and expenses, incident to any Participating Shareholder entitled under of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, provided that any replacement director complies with the provisions of Article IV (B)indemnity.

Nomination of Directors. Notwithstanding anything herein to the contrary, following the IPO Time until such time as the AKKR Group ceases to hold, on a collective basis, more Common Stock than the Sharma Investors hold, on a collective basis, as of such time (Abut excluding, for this purpose, any Restricted Shares held by the AKKR Group or the Sharma Investors) The Participating Shareholders and Mariner acknowledge (such time, the benefits of a Board nominated with the knowledge, experience and talents of both the Participating Shareholders and Mariner.“Appointment Right Time”): (Bi) Mariner For so long as the AKKR Group owns, directly or indirectly, in the aggregate, at least: (1) 10% of the outstanding shares of Common Stock that are not Restricted Shares, the AKKR Designation Parties shall be entitled have the right, but not the obligation, to nominate four (4) candidates for election to the Board; RBoard five (5) Directors, who shall initially be the following individuals: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two (2) candidates for election to the Board▇, including himself; M▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with two seats for AKKR Directors left vacant; and (2) 5% of the outstanding shares of Common Stock that are not Restricted Shares, but less than 10% of the outstanding shares of Common Stock that are not Restricted Shares, the AKKR Designation Parties shall have the right, but not the obligation, to nominate to the Board two (2) Directors. Any such Director(s) appointed pursuant to this Section 2(a)(i) shall be entitled the “AKKR Director” or “AKKR Directors,” as applicable. (ii) For so long as (x) the Sharma Investors own, directly or indirectly, in the aggregate, at least 5% of the outstanding shares of Common Stock that are not Restricted Shares or (y) Sharma is the Company’s chief executive officer, the Sharma Investors shall have the right, but not the obligation, to nominate one (1) candidate for election Sharma to the Board and Lionshead Investments in such capacity Sharma shall be entitled to nominate one (1) candidate for election to the Board“Sharma Director.” Any Directors other than AKKR Directors and the Sharma Director shall be “Independent Directors”, provided that one of and the candidates nominated to the Board by Rinitial Independent Directors shall be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of the candidates nominated to the Board by M▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ with one seat for an Independent Director left vacant. Any Independent Director shall not be deemed to be an AKKR Director or Sharma Director. From and Lionshead Investments shall qualify after the Appointment Right Time, and until such time as Independent Directors in accordance with the Rules AKKR Group ceases to hold, on a collective basis, at least 5% of the New York outstanding shares of Common Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; andare not Restricted Shares, the Chief Executive Officer of NYMAGICAKKR Designation Parties shall have the right, INC. but not the obligation, to nominate to the Board two (2) Directors, who shall be entitled to nominate AKKR Directors. The Board shall consist of three (3) directors classes of Directors as further specified in the Certificate of Incorporation and, until the Appointment Right Time, each class shall consist of at least one (1) seat for election an Independent Director and at least one (1) seat for an AKKR Director. From and after the Appointment Right Time, so long as the AKKR Designation Parties have the right to the Boarddesignate two (2) AKKR Directors, all of whom each seat for an AKKR Director shall be Independent in a separate class of Directors, as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one of the Mariner nominated members of the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individuals. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, provided that any replacement director complies with the provisions of Article IV (B).

Nomination of Directors. (1) Nominees to the Board of Directors will be recommended to the Board of Directors by a Nominating Committee (A) The Participating Shareholders and Mariner acknowledge the benefits of a Board nominated with the knowledge, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner shall be entitled to nominate four (4) candidates for election to the Board; RBoard of Directors at the stockholder meetings at which directors are to be elected and (B) to fill vacancies on the Board of Directors in between such stockholder meetings (a "Nominating Committee"). For any position on the Board of Directors occupied, or vacated, as the case may be, by a Former Dime Director, the Nominating Committee shall consist of two Former Dime Directors and one Former ▇▇▇▇▇▇ Director; for any position on the Board of Directors occupied, or vacated, as the case may be, by a Former ▇▇▇▇▇▇ Director, the Nominating Committee shall consist of two Former ▇▇▇▇▇▇ Directors and one Former Dime Director. A nominee shall need a two-thirds vote of the Nominating Committee to be recommended for a position on the Board of Directors. Former Dime Directors on the Nominating Committee will be appointed at the recommendation of ▇▇. ▇▇▇▇; Former ▇▇ shall be entitled to nominate two (2) candidates for election to the Board, including himself; M▇▇▇▇▇ Directors on the Nominating Committee will be appointed at the recommendation of ▇▇. ▇▇▇▇▇▇▇▇ shall be entitled to nominate one (1) candidate for election to the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Board; provided, provided that one of the candidates nominated to the Board by Rthat, should ▇▇▇▇▇ ▇. ▇▇▇▇ or ▇▇▇ and each of the candidates nominated to the Board by M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time otherwise unable to time; and, the Chief Executive Officer of NYMAGIC, INC. shall be entitled to nominate three (3) directors for election to the Board, all of whom shall be Independent Directors, as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one of the Mariner nominated appoint such members of the BoardNominating Committee, as designated by Mariner as Chairman the Former Dime Directors will be appointed at the recommendation of each meeting. If any the most senior Former Dime Director then on the Board of RDirectors and the Former ▇▇▇▇▇▇ ▇. Directors will be appointed at the recommendation of the most senior Former ▇▇▇▇▇▇, M▇▇▇ ▇. Director then on the Board of Directors. (2) Any person filling a membership position on the Board of Directors previously occupied or vacated by a Former Dime Director and nominated in accordance with the previous paragraph shall be considered a "Former Dime Director"; any person filling a membership position on the Board of Directors previously occupied or vacated by a Former ▇▇▇▇▇▇ Director and nominated in accordance with the previous paragraph shall be considered a "Former ▇▇▇, ▇▇▇ Director." Any person who (A) was a Former Dime Director or Lionshead Investments does not nominate a candidate for Former ▇▇▇▇▇▇ Director immediately prior to the Board as authorized under this Article IV Effective Time or (B), Mariner may instead nominate ) has become a number of candidates equal to the number not nominated by these individuals. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares Former Dime Director or Former ▇▇▇▇▇▇ Director in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, provided that any replacement director complies accordance with the provisions of Article IV (B)previous sentence, shall be a "Continuing Director".

Nomination of Directors. (A) It is the intention of the parties that ----------------------- Saratoga remain in a majority position with respect to stock ownership and board representation. The Participating Shareholders and Mariner acknowledge following procedures shall govern the benefits nomination of a Board nominated with directors of the knowledge, experience and talents of both the Participating Shareholders and Mariner.Company: (Bi) Mariner Two directors of the Board of Directors (the "Saratoga Directors") shall be nominated by Saratoga; provided, however, that Saratoga shall be entitled to nominate four (4) candidates for election to a majority of the Board; R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two (2) candidates for election to the Board, including himself; M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be entitled to nominate one (1) candidate for election directors to the Board of Directors so long as it and Lionshead Investments any of its Permitted Transferees (as hereinafter defined);(a) continue to hold a majority of the Voting Shares or, (b) if Saratoga does not alienate any of its stock and becomes diluted below 50% Saratoga shall continue to have the right to elect a majority of the Board of Directors, or (c) if Saratoga does alienate a portion of its stock, and as a result of such alienation its shareholdings are not less than 52%, and Saratoga subsequently becomes diluted below 50%, Saratoga shall continue to have the right to elect a majority of the Board of Directors. During any period when Saratoga owns less than 52 percent (52%) it cannot redeem any shares. If at any time Saratoga no longer holds a majority of the Voting Shares, other than as a result of a sale of Voting Shares to a third party, Saratoga shall have the option to purchase such number of additional Preferred Shares as is necessary to increase its shareholding to 52 percent (52%) of the Voting Shares. Any purchase pursuant to this Section 2.1(b)(i) shall be entitled to nominate one (1) candidate for election to at the Board, provided that one of the candidates nominated to the Board by R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of the candidates nominated to the Board by M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; and, the Chief Executive Officer of NYMAGIC, INC. shall be entitled to nominate three (3) directors for election to the Board, all of whom shall be Independent Directors, as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one of the Mariner nominated members of the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individualsthen current Fair Value. (Cii) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as Two directors of the Corporation, Mariner agrees to vote Board of Directors (the Voting Shares in favor of the election of such candidates or any successor or replacement candidates "Management Directors") shall be nominated by the Participating ShareholdersRepresentatives of the Management Investors (as hereinafter defined). (Diii) Subject to the provisions One director of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director Board of Directors shall be nominated by him at any time mutual agreement of Saratoga and from time to time with or without causethe Representatives of the Management Investors, provided that any replacement which director complies with shall not be an employee of the provisions of Article IV Company (Bthe "Independent Director"). (iv) Any other director of the Board of Directors (a "Non- Designated Director") may be nominated by mutual agreement of Saratoga and the Management Investors.

Nomination of Directors. (i) Nominees to the Board of Directors will be recommended to the Board of Directors by a Nominating Committee (A) The Participating Shareholders and Mariner acknowledge the benefits of a Board nominated with the knowledge, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner shall be entitled to nominate four (4) candidates for election to the BoardBoard of Directors at the shareholder meetings at which directors are to be elected; Rand (B) to fill vacancies on the Board of Directors in between such shareholder meetings (a "Nominating Committee"). For any position on the Board of Directors occupied, or vacated, as the case may be, by a Former BancFirst Director, the Nominating Committee shall consist of two Former BancFirst Directors and one Former UNB Director; for any position on the Board of Directors occupied, or vacated, as the case may be, by a Former UNB Director, the Nominating Committee shall consist of two Former UNB Directors and one Former BancFirst Director. A nominee shall need a two-thirds (2/3) vote of the Nominating Committee to be recommended for a position on the Board of Directors. Former BancFirst Directors on the Nominating Committee will be appointed at the recommendation of Mr. ▇▇▇▇▇▇; ▇ormer UNB Directors on the Nominating Committee will be appointed at the recommendation of Mr. ▇▇▇▇; ▇rovided, that, should Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two (2) candidates for election to the Board, including himself; M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be entitled to nominate one (1) candidate for election to the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Board, provided that one of the candidates nominated to the Board by R▇Mr. ▇▇▇▇ ▇. ▇▇▇▇▇▇ and each otherwise unable to appoint such members of the candidates nominated to Nominating Committee, the Former BancFirst Directors will be appointed at the recommendation of the most senior (in service) Former BancFirst Director then on the Board of Directors and the Former UNB Directors will be appointed at the recommendation of the most senior (in service) Former UNB Director then on the Board of Directors. (ii) Any person filling a membership position on the Board of Directors previously occupied or vacated by M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ a Former BancFirst Director and Lionshead Investments shall qualify as Independent Directors nominated in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; and, the Chief Executive Officer of NYMAGIC, INC. previous paragraph shall be entitled to nominate three (3) directors for election to considered a "Former BancFirst Director"; any person filling a membership position on the Board, all Board of whom Directors previously occupied or vacated by a Former UNB Director and nominated in accordance with the previous paragraph shall be Independent Directors, as described in this Article IV(B), for considered a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one of the Mariner nominated members of the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individuals"Former UNB Director. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, provided that any replacement director complies with the provisions of Article IV (B)."

Nomination of Directors. (Aa) The Participating Shareholders Until the earlier of (x) such date that the Stockholder holds less than one-third of the number of shares of Common Stock held by it in the aggregate as of the Effective Time of the Merger (as adjusted, if necessary, to take into account any stock dividend, stock split, combination of shares, subdivision or recapitalization of the capital stock of the Company) and Mariner acknowledge (y) such date that the benefits Group no longer has the right to nominate to stand for election all of the directors of the Company’s Board of Directors under the terms of Section 2.1(a) of the Principals Stockholders Agreement, the Stockholder shall have the right to designate for nomination one (1) individual to stand for election as a member of the Company’s Board of Directors (the “Nominee”), and upon such designation by the Stockholder such Nominee shall, in turn, be nominated by the Co-Founders, pursuant to the terms of the Principals Stockholders Agreement, to stand for election as a member of the Company’s Board of Directors, so long as such Nominee is reasonably satisfactory to the Co-Founders. Upon such nomination by the Co-Founders, such Nominee shall stand for election as a member of the Company’s Board of Directors in accordance with the knowledgeParent Certificate (as such term is defined in the Merger Agreement). In the event that a Nominee is not reasonably satisfactory to the Co-Founders, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner Stockholder shall have the right to designate a different individual as a Nominee until a Nominee is reasonably satisfactory to the Co-Founders. The Nominee shall be entitled to nominate four nominated by the Co-Founders as a Class I Director (4) candidates for election to as such term is defined in the Board; RParent Certificate). The Co-Founders hereby agree that ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two (2) candidates for election to the Board, including himself; M“▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ”) is deemed reasonably acceptable for purposes hereof. (b) The Stockholder shall be entitled to nominate one (1) candidate provide the Co-Founders with its Nominee designee within 30 days of receipt of a written request from the Co-Founders for election to the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Boardsuch designee’s name, provided that one the Co-Founders shall not deliver such notice more than 90 days prior to the applicable annual meeting of the candidates stockholders of the Company. If the Stockholder fails to designate for nomination by the Co-Founders the requisite individual to stand for election as a member of the Company’s Board of Directors at such meeting within such 30 day period, then, so long as the Group has the right to nominate all of the directors of the Company under the terms of Section 2.1(a) of the Principals Stockholders Agreement, the Co-Founders shall have the right, in lieu of the Stockholder, to nominate to stand for election as a member of the Company’s Board of Directors in accordance with Principals Stockholders Agreement and the Parent Certificate such individual that the Stockholder so failed to designate. (c) In the event that a Nominee dies, resigns or is otherwise removed by the Stockholder, the Stockholder shall have the right to designate such Nominee’s replacement, who shall be nominated by the Co-Founders and approved by a majority of the directors of Company’s Board of Directors in accordance with the terms of the Parent Certificate and the Company’s bylaws; provided, however, that such replacement Nominee is reasonably acceptable to the Board Co-Founders. In the event that a replacement Nominee is not reasonably satisfactory to the Co-Founders, the Stockholder shall have the right to designate a different individual as a replacement Nominee until a replacement Nominee is reasonably satisfactory to the Co-Founders. (d) The Co-Founders agree to vote, or cause the voting, of all of the shares of Common Stock held or otherwise controlled by Rthem to elect the Nominee. If the Nominee is not ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each , on the first anniversary of such Nominee either being elected or appointed to the Company’s Board of Directors, if such Nominee is not reasonably satisfactory to a majority of the candidates Company’s Board of Directors (excluding the Nominee), then the Stockholder shall cause such Nominee to resign immediately. The Stockholder may designate an individual to be nominated by the Co-Founders pursuant to paragraph (c) above to fill such vacancy created by the resignation of such Nominee in accordance with the terms of this Agreement, but only so long as the Stockholder has the right to designate for nomination one individual to the Company’s Board by Mof Directors pursuant to the terms hereof and provided that if any such replacement Nominee is not ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Lionshead Investments shall qualify as Independent Directors in accordance with , if on the Rules first anniversary of such replacement Nominee either being elected or appointed to the Company’s Board, such Nominee is not reasonably satisfactory to a majority of the New York Stock Exchange Company’s Board of Directors (excluding the Nominee), then the Stockholder shall cause such Nominee to resign immediately and all other applicable laws the Stockholder may designate an individual to be nominated as provided above in this clause (d) and regulations that may be enacted from time to time; and, the Chief Executive Officer of NYMAGIC, INC. such Nominee shall be entitled subject to nominate three (3) directors for election to the Board, all of whom shall be Independent Directors, removal as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one of the Mariner nominated members of the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individualsprovided herein. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, provided that any replacement director complies with the provisions of Article IV (B).

Nomination of Directors. (A) The Participating Shareholders and Mariner acknowledge Effective as of the benefits of a Board nominated with Original Issue ----------------------- Date, the knowledge, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner Corporation shall be entitled to nominate four (4) candidates for election elect to the Board; R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two board of directors three directors designated by the holders of such stock (2) candidates for election to the Boardsuch directors, including himself; M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be entitled to nominate one (1) candidate for election to the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Board, together with their replacements as provided that one of the candidates nominated to the Board by R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of the candidates nominated to the Board by M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; andbelow, the Chief Executive Officer of NYMAGIC"Designated Directors"), INC. shall be entitled to nominate three (3) directors for election to the Board, all one of whom shall be Independent a Class I director, one of whom shall be a Class II director, and one of whom shall be a Class III director. The holders of a majority of the Series B Cumulative Convertible Preferred Stock shall designate the classes of such initial Designated Directors. (i) In the event that any Designated Director shall resign, as described in this Article IV(Bbe unable to serve, or be removed (a "Replaced Designated Director"), for the holders of a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one majority of the Mariner nominated members Series B Cumulative Convertible Preferred Stock shall have the right to designate a replacement to serve as Designated Director until the next meeting of shareholders at which directors of the same class as the Replaced Designated Director are elected. Any Designated Director may be removed from the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individuals. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (ii) Except as provided below, at any time when the term of a Designated Director shall have ended and there shall be a meeting of shareholders of the Corporation to elect directors, the Corporation shall nominate for election to the board of directors, as a successor to any Designated Director serving pursuant to Section 13(a) or clause (i) of such provision, such person as is designated to be a Designated Director by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (iii) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares (defined below) representing more than sixty-six and two-thirds percent (66-2/3%) and less than or equal to eighty percent (80%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any replacement director complies payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to two. If there are then more than two Designated Directors serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director. (iv) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than eighty percent (80%) and less than or equal ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to one. If there is then more than one Designated Director serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove all but one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director(s). (v) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), there shall be no Designated Directors and any Designated Directors then serving on the board shall be removed, and their terms in office shall immediately expire, without any further action of the holders of such stock. (vi) The right to nominate directors pursuant to this provision is in addition to, and not in limitation of, any other rights and powers of the Series B Cumulative Convertible Preferred Stock. Directors nominated by the holders of the Series B Cumulative Convertible Preferred Stock in their capacity as holders of capital stock of the Corporation and not pursuant to clause (i), (ii), or (iii) above are not Designated Directors for purposes of this Certificate of Vote. (vii) The vote of the holders of Series B Cumulative Convertible Preferred Stock referred to in this Section may be exercised at a meeting of such holders or by written consent of holders with the provisions requisite percentage of Article IV the voting power outstanding. (B)viii) Upon the reasonable request of the Corporation, the holders of the Series B Cumulative Convertible Preferred Stock shall certify in writing to the Corporation their holding of Conversion Shares. (ix) For purposes of this Section:

Nomination of Directors. (A) The Participating Shareholders and Mariner acknowledge Effective as of the benefits of a Board nominated with Original Issue Date, the knowledge, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner Corporation shall be entitled to nominate four (4) candidates for election elect to the Board; R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two board of directors three directors designated by the holders of such stock (2) candidates for election to the Boardsuch directors, including himself; M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be entitled to nominate one (1) candidate for election to the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Board, together with their replacements as provided that one of the candidates nominated to the Board by R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of the candidates nominated to the Board by M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; andbelow, the Chief Executive Officer of NYMAGIC"Designated Directors"), INC. shall be entitled to nominate three (3) directors for election to the Board, all one of whom shall be Independent a Class I director, one of whom shall be a Class II director, and one of whom shall be a Class III director. The holders of a majority of the Series B Cumulative Convertible Preferred Stock shall designate the classes of such initial Designated Directors. (i) In the event that any Designated Director shall resign, as described in this Article IV(Bbe unable to serve, or be removed (a "Replaced Designated Director"), for the holders of a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one majority of the Mariner nominated members Series B Cumulative Convertible Preferred Stock shall have the right to designate a replacement to serve as Designated Director until the next meeting of shareholders at which directors of the same class as the Replaced Designated Director are elected. Any Designated Director may be removed from the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individuals. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (ii) Except as provided below, at any time when the term of a Designated Director shall have ended and there shall be a meeting of shareholders of the Corporation to elect directors, the Corporation shall nominate for election to the board of directors, as a successor to any Designated Director serving pursuant to Section 13(a) or clause (i) of such provision, such person as is designated to be a Designated Director by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (iii) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares (defined below) representing more than sixty-six and two-thirds percent (66-2/3%) and less than or equal to eighty percent (80%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any replacement director complies payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to two. If there are then more than two Designated Directors serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director. (iv) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than eighty percent (80%) and less than or equal ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), the number of Designated Directors shall be reduced to one. If there is then more than one Designated Director serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove all but one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (ii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director(s). (v) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), there shall be no Designated Directors and any Designated Directors then serving on the board shall be removed, and their terms in office shall immediately expire, without any further action of the holders of such stock. (vi) The right to nominate directors pursuant to this provision is in addition to, and not in limitation of, any other rights and powers of the Series B Cumulative Convertible Preferred Stock. Directors nominated by the holders of the Series B Cumulative Convertible Preferred Stock in their capacity as holders of capital stock of the Corporation and not pursuant to clause (i), (ii), or (iii) above are not Designated Directors for purposes of this Certificate of Vote. (vii) The vote of the holders of Series B Cumulative Convertible Preferred Stock referred to in this Section may be exercised at a meeting of such holders or by written consent of holders with the provisions requisite percentage of Article IV the voting power outstanding. (B)viii) Upon the reasonable request of the Corporation, the holders of the Series B Cumulative Convertible Preferred Stock shall certify in writing to the Corporation their holding of Conversion Shares. (ix) For purposes of this Section:

Nomination of Directors. (A) The Participating Shareholders and Mariner acknowledge Effective as of the benefits of a Board nominated with Original Issue Date, the knowledge, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner Corporation shall be entitled to nominate four (4) candidates for election elect to the Board; R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be entitled to nominate two board of directors three directors designated by the holders of such stock (2) candidates for election to the Boardsuch directors, including himself; M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall be entitled to nominate one (1) candidate for election to the Board and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Board, together with their replacements as provided that one of the candidates nominated to the Board by R▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of the candidates nominated to the Board by M▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and Lionshead Investments shall qualify as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; andbelow, the Chief Executive Officer of NYMAGIC"Designated Directors"), INC. shall be entitled to nominate three (3) directors for election to the Board, all one of whom shall be Independent a Class I director, one of whom shall be a Class II director, and one of whom shall be a Class III director. The holders of a majority of the Series B Cumulative Convertible Preferred Stock shall designate the classes of such initial Designated Directors. (i) In the event that any Designated Director shall resign, as described in this Article IV(Bbe unable to serve, or be removed (a "Replaced Designated Director"), for the holders of a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one majority of the Mariner nominated members Series B Cumulative Convertible Preferred Stock shall have the right to designate a replacement to serve as Designated Director until the next meeting of shareholders at which directors of the same class as the Replaced Designated Director are elected. Any Designated Director may be removed from the Board, as designated by Mariner as Chairman of each meeting. If any of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized under this Article IV (B), Mariner may instead nominate a number of candidates equal to the number not nominated by these individuals. (C) Provided that the candidates of the Participating Shareholders would not be legally disqualified from serving as directors of the Corporation, Mariner agrees to vote the Voting Shares in favor of the election of such candidates or any successor or replacement candidates nominated by the Participating Shareholders. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (ii) Except as provided below, at any time when the term of a Designated Director shall have ended and there shall be a meeting of shareholders of the Corporation to elect directors, the Corporation shall nominate for election to the board of directors, as a successor to any Designated Director serving pursuant to Section 13(a) or clause (i) of such provision, such person as is designated to be a Designated Director by the holders of a majority of the Series B Cumulative Convertible Preferred Stock. (iii) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion (iv) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than eighty percent (80%) and less than or equal ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any replacement director complies with payment-in-kind dividends paid thereon), the provisions number of Article IV Designated Directors shall be reduced to one. If there is then more than one Designated Director serving on the board, the holders of a majority of the Series B Cumulative Convertible Preferred Stock shall remove all but one such Designated Director and the holders of such stock shall not have any right, pursuant to clause (Bii) or otherwise, to cause the Corporation to nominate a designated successor to such removed director(s). (v) In the event that the holders of the Series B Cumulative Convertible Preferred Stock dispose of such stock or Conversion Shares representing more than ninety percent (90%) of the voting power of the Series B Cumulative Convertible Preferred Stock issued on the Original Issue Date (plus any payment-in-kind dividends paid thereon), there shall be no Designated Directors and any Designated Directors then serving on the board shall be removed, and their terms in office shall immediately expire, without any further action of the holders of such stock. (vi) The right to nominate directors pursuant to this provision is in addition to, and not in limitation of, any other rights and powers of the Series B Cumulative Convertible Preferred Stock. Directors nominated by the holders of the Series B Cumulative Convertible Preferred Stock in their capacity as holders of capital stock of the Corporation and not pursuant to clause (i), (ii), or (iii) above are not Designated Directors for purposes of this Certificate of Vote. (vii) The vote of the holders of Series B Cumulative Convertible Preferred Stock referred to in this Section may be exercised at a (viii) Upon the reasonable request of the Corporation, the holders of the Series B Cumulative Convertible Preferred Stock shall certify in writing to the Corporation their holding of Conversion Shares. (ix) For purposes of this Section:

Nomination of Directors. (A) The Participating Shareholders and Mariner acknowledge Apollo Majority shall have the benefits of a Board nominated with right, but not the knowledgeobligation, experience and talents of both the Participating Shareholders and Mariner. (B) Mariner shall be entitled to nominate four (4) candidates for election to the Board: (i) up to four (4) directors, so long as the Apollo Stockholders collectively beneficially own at least 30% of the Outstanding Stock, provided that at least two (2) of the directors nominated pursuant to this provision shall be “independent” within the meaning of the New York Stock Exchange (NYSE) American listing standards (or applicable requirements of such other national securities exchange designated as the primary market on which the Common Stock is then listed for trading) (such independence requirement, the “Independence Requirement” and any Apollo Director satisfying such Independence Requirement, an “Independent Apollo Director”); (ii) up to three (3) directors, so long as the Apollo Stockholders collectively beneficially own at least 20% of the Outstanding Stock but less than 30% of the Outstanding Stock, provided that at least one (1) of the directors nominated pursuant to this provision shall be an Independent Apollo Director; (iii) up to two (2) directors, so long as the Apollo Stockholders collectively beneficially own at least 10% of the Outstanding Stock but less than 20% of the Outstanding Stock, none of whom shall be required to be an Independent Apollo Director; R▇▇▇▇▇ ▇and (iv) up to one (1) director, so long as the Apollo Stockholders collectively beneficially own at least 5% of the Outstanding Stock but less than 10% of the Outstanding Stock, who shall not be required to be an Independent Apollo Director. ▇▇▇▇▇▇ For the avoidance of doubt, the Board will consist of at least eleven (11) directors and, so long as the restrictions set forth in Section 6 apply, Apollo shall not be entitled to nominate two (2) candidates for election any directors other than those set forth above. The directors appointed to the BoardBoard pursuant to the foregoing clauses (i) through (iv), including himself; M▇▇▇ ▇together with any replacements to such directors appointed pursuant to Section 2(c) of this Agreement, shall hereinafter be referred to as the “Apollo Directors”. ▇The initial Apollo Directors shall be mutually acceptable to the Corporation (such approval not to be unreasonably withheld, delayed or conditioned) and any replacement Apollo Directors shall be approved by a majority of the non-Apollo Directors of the Board (such approval not to be unreasonably withheld, delayed or conditioned), provided that the Corporation agrees that ▇▇▇▇▇▇▇ shall be entitled to nominate one (1) candidate for election to the Board ▇▇▇▇ and Lionshead Investments shall be entitled to nominate one (1) candidate for election to the Board, provided that one of the candidates nominated to the Board by R▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and each of the candidates nominated to the Board by M-▇▇▇▇▇ ▇are acceptable individuals to serve as Apollo Directors. ▇In addition to the above, the Parties agree that one director shall be the person then serving as the Chief Executive Officer of the Corporation (the “CEO Director”), who shall initially be, effective upon the closing of the Merger Agreement and the consummation of the transactions contemplated thereby, ▇▇▇▇▇▇▇ and Lionshead Investments ▇▇▇▇. In the event that the CEO Director shall qualify cease to serve as Independent Directors in accordance with the Rules of the New York Stock Exchange and all other applicable laws and regulations that may be enacted from time to time; and, the Chief Executive Officer of NYMAGICthe Corporation for any reason, INC. the Parties shall be entitled to nominate three cause (3i) directors for election to the Board, all of whom shall be Independent Directors, as described in this Article IV(B), for a total of eleven directors. The Participating Shareholders shall, consistent with director fiduciary duties, cause their nominees to vote for one former Chief Executive Officer of the Mariner nominated members Corporation to be promptly removed from the Board if such person has not resigned as a member of the Board, ; and (ii) such person’s replacement as designated by Mariner the Chief Executive Officer of the Corporation to be appointed as Chairman the new CEO Director. The Board of each meetingthe Corporation as in effect immediately prior to the closing of the Merger Agreement shall determine who shall fill the remaining six (6) director seats (i.e. the non-Apollo Director and the non-CEO Director seats). If any In the event the size of R▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, or Lionshead Investments does not nominate a candidate for the Board as authorized is increased or decreased at any time to other than eleven (11) directors, the Apollo Stockholders’ collective nomination rights under this Article IV (B)Section 2(a) shall be proportionately increased or decreased, Mariner may instead nominate respectively, so that the Board is composed of a number of candidates equal Apollo Directors that most closely equals the percentage of the Board originally composed of the Apollo Directors pursuant to the number foregoing clauses (i) through (iv), rounded up to the nearest whole number. Notwithstanding the foregoing, if Apollo elects not nominated by these individuals. (C) Provided that to fill a board seat to which it is entitled, the candidates size of the Participating Shareholders would not Board shall be legally disqualified from serving reduced until such time as directors of the Corporation, Mariner agrees Apollo determines to vote the Voting Shares in favor of the election of fill such candidates or any successor or replacement candidates nominated by the Participating Shareholdersseat at which time it shall be correspondingly increased. (D) Subject to the provisions of the Corporation’s By-laws, any Participating Shareholder entitled under this Article IV to designate any director or successor director may, acting reasonably, replace any director nominated by him at any time and from time to time with or without cause, provided that any replacement director complies with the provisions of Article IV (B).