Common use of Representation on the Board of Directors Clause in Contracts

Representation on the Board of Directors. (a) The Company shall cause the Board of Directors of the Company to consist of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred Director"). At least four (4) of the members of the Board of Directors (including the Preferred Directors) shall not be members of the management of the Company. In the event of the death, resignation, or removal of any Preferred Director, then such Preferred Director's successor shall be nominated in the manner set forth above. (b) The Company agrees that each of NT, MAV, SG, PNC and Carlyle, for so long as each of them is a holder of any of the Preferred Stock may, from time to time, appoint a representative to attend meetings of the Board of Directors of the Company or any committee thereof as an observer (the "Observer," together "Observers"). The Observers are not entitled to vote. Neither the holders of the Preferred Stock nor any such Observer, however, shall have any duties, responsibilities or liability by virtue of attendance at such meetings or the failure to attend the same. The Company shall notify each Observer of all Board of Directors meetings at the same time as the Company notifies directors of such meetings and Observers shall be entitled to all written materials directors are entitled to receive. (c) The Company shall reimburse each Preferred Director and each Observer for all reasonable expenses incurred in connection with their attendance at meetings of the Board of Directors, including without limitation travel and living

Representation on the Board of Directors. Subject to the terms ---------------------------------------- and conditions of this Section 10, and provided that the Chase Entities own at least ten percent (a10%) The Company of the outstanding Common Stock of the Company, at each annual or special meeting of stockholders of Company, or in any written consent executed in lieu of a stockholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of Company, each of the FS Entities and the Chase Entities agrees to exercise, or cause to be exercised, voting rights with respect to Voting Securities then owned or held of record by such entity in such a manner that a candidate designated by a majority vote of the shares of Common Stock held by the Chase Entities (the "Majority Chase Entities") shall be elected to fill and continue to hold one of the positions on the Board of Directors of the Company. If at any time from and after the date hereof, the Majority Chase Entities shall notify the FS Entities of their desire to remove any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company, each of the FS Entities agrees to exercise or cause to be exercised voting rights with respect to Voting Securities owned or held of record by such entity so as to remove such director of the Company. If at any time from and after the date hereof, any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company ceases to consist be a director (whether by reason of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred Director"). At least four (4) of the members of the Board of Directors (including the Preferred Directors) shall not be members of the management of the Company. In the event of the death, resignation, removal or removal of any Preferred Directorotherwise), then such Preferred Director's successor shall be nominated in the manner set forth above. (b) The Company agrees that each of NT, MAV, SG, PNC and Carlyle, for so long as each of them is a holder of any of the Preferred Stock may, from time to time, appoint a representative to attend meetings of the Board of Directors of the Company or any committee thereof as an observer (the "Observer," together "Observers"). The Observers are not entitled to vote. Neither the holders of the Preferred Stock nor any such Observer, however, shall have any duties, responsibilities or liability by virtue of attendance at such meetings or the failure to attend the same. The Company shall notify each Observer of all Board of Directors meetings at the same time as the Company notifies directors of such meetings and Observers Majority Chase Entities shall be entitled to all written materials directors are entitled designate a successor director to receive. (c) The Company shall reimburse each Preferred Director fill the vacancy created thereby, and each Observer for all reasonable expenses incurred in connection with their attendance at meetings of the Board FS Entities agrees to exercise its voting rights with respect to Voting Securities owned or held of Directors, including without limitation travel record by such entity so as to elect such designee as a director of Company. The Majority Chase Entities may not assign their rights pursuant to this Section 10 and livingsuch rights will terminate if the Majority Chase Entities hold less than ten percent (10%) of the Company's outstanding Common Stock.

Representation on the Board of Directors. (a) The Company For so long as ECO owns, in the aggregate, at least 3% of the outstanding shares of common stock of H Power, ECO shall cause be entitled to designate one director on the management slate of nominees to H Power's Board of Directors of the Company to consist of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred DirectorECO Designee"). At least four 90 days prior to each annual meeting of stockholders at which an ECO Designee will stand for election, ECO shall provide written notice to H Power indicating the ECO Designee to be nominated by ECO at such annual meeting, and such notice shall set forth as to such person proposed for nomination all information relating to such persons that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (4including such person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected). (b) Subject to compliance with applicable law, H Power shall at all times take such action as is necessary to ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of H Power shall nominate and recommend to the stockholders of H Power that the stockholders elect the ECO Designee to the Board of Directors. H Power shall not nominate and recommend to the shareholders more nominees than there are Board positions available to be filled. As a condition precedent to the inclusion of any ECO Designee on any slate of nominees to be recommended to stockholders by the Board of Directors pursuant to Section 6.01(a), the nominating committee of the Board (or the full Board if there is no nominating committee) may review the information provided pursuant to Section 6.01(a) to evaluate in good faith such ECO Designee's character and fitness to serve as a director. If the nominating committee (or the full Board if there is no nominating committee) determines in good faith that any such ECO Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the nominating committee (or the full Board if there is no nominating committee) shall inform ECO of such determination, and ECO shall then have the right to propose an alternative ECO Designee who is reasonably acceptable to the Company. The ECO Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (including, without limitation, any director compensation and grants of stock options under any non-employee director plan of H Power) provided to the other members of the Board of Directors (including the Preferred Directors) shall of H Power. If at any time ECO's nominee is not be members of the management of the Company. In the event of the death, resignation, or removal of any Preferred Director, then such Preferred Director's successor shall be nominated in the manner set forth above. (b) The Company agrees that each of NT, MAV, SG, PNC and Carlyle, for so long as each of them is a holder of any of the Preferred Stock may, from time to time, appoint a representative to attend meetings of on the Board of Directors of the Company or for any committee thereof as an observer (the "Observer," together "Observers"). The Observers are not entitled to vote. Neither the holders of the Preferred Stock nor any such Observerreason, however, ECO shall have the right to designate one director to fill any dutiesvacancy on the Board, responsibilities or liability by virtue of attendance at such meetings or the failure to attend the same. The Company shall notify each Observer of all Board of Directors meetings at the same time as the Company notifies directors of such meetings and Observers shall be entitled to all written materials directors are entitled to receive. (c) The Company shall reimburse each Preferred Director and each Observer for all reasonable expenses incurred in connection with their attendance at meetings of the Board of Directors, including without limitation travel and livingwill designate such person to fill the vacant position until the next shareholders meeting at which such vacancy will be filled.

Representation on the Board of Directors. Subject to the ---------------------------------------- terms and conditions of this Section 10, and provided that the Chase Entities own at least ten percent (a10%) The Company of the outstanding Common Stock of the Company, at each annual or special meeting of stockholders of Company, or in any written consent executed in lieu of a stockholder meeting, at or pursuant to which persons are being elected to fill positions on the Board of Directors of Company, each of the FS Entities and the Chase Entities agrees to exercise, or cause to be exercised, voting rights with respect to Voting Securities then owned or held of record by such entity in such a manner that a candidate designated by a majority vote of the shares of Common Stock held by the Chase Entities (the "Majority Chase Entities") shall be elected to fill and continue to hold one of the positions on the Board of Directors of the Company. If at any time from and after the date hereof, the Majority Chase Entities shall notify the FS Entities of its desire to remove any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company, each of the FS Entities agrees to exercise or cause to be exercised voting rights with respect to Voting Securities owned or held of record by such entity so as to remove such director of the Company. If at any time from and after the date hereof, any director previously designated by the Majority Chase Entities to serve on the Board of Directors of the Company ceases to consist be a director (whether by reason of seven (7) members, one (1) of whom shall be nominated by Carlyle, for so long as Carlyle is a holder of any of the Series B Preferred Stock, or if Carlyle does not hold any Series B Preferred Stock, then by the holders of the Series B Preferred Stock voting separately as a class by majority vote (the "Series B Preferred Director"); one (1) of whom shall be nominated by the management of the Company, subject to the approval of the holders of the Series B Preferred Stock (such approval shall not be unreasonably withheld, conditioned or delayed); and one (1) of whom shall be nominated by BWSF for so long as BWSF is a holder of any of the Series A Preferred Stock, of if BWSF does not hold any Series A Preferred Stock, then by the holders of the Series A Preferred Stock voting separately as a class by majority vote (the "Series A Preferred Director"). At least four (4) of the members of the Board of Directors (including the Preferred Directors) shall not be members of the management of the Company. In the event of the death, resignation, removal or removal of any Preferred Directorotherwise), then such Preferred Director's successor shall be nominated in the manner set forth above. (b) The Company agrees that each of NT, MAV, SG, PNC and Carlyle, for so long as each of them is a holder of any of the Preferred Stock may, from time to time, appoint a representative to attend meetings of the Board of Directors of the Company or any committee thereof as an observer (the "Observer," together "Observers"). The Observers are not entitled to vote. Neither the holders of the Preferred Stock nor any such Observer, however, shall have any duties, responsibilities or liability by virtue of attendance at such meetings or the failure to attend the same. The Company shall notify each Observer of all Board of Directors meetings at the same time as the Company notifies directors of such meetings and Observers Majority Chase Entities shall be entitled to all written materials directors are entitled designate a successor director to receive. (c) The Company shall reimburse each Preferred Director fill the vacancy created thereby, and each Observer for all reasonable expenses incurred in connection with their attendance at meetings of the Board FS Entities agrees to exercise its voting rights with respect to Voting Securities owned or held of Directors, including without limitation travel record by such entity so as to elect such designee as a director of Company. The Majority Chase Entities may not assign their rights pursuant to this Section 10 and livingsuch rights will terminate if the Majority Chase Entities hold less than ten percent (10%) of the Company's outstanding Common Stock.