Common use of Right to Nominate Directors Clause in Contracts

Right to Nominate Directors. The Corporation shall (i) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint one (1) individual designated by the Purchaser and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetings.

Right to Nominate Directors. The Corporation Company shall (i) take all corporate action necessary to immediately cause appoint the size following three (3) individuals: any of the Corporation's Board to be increased by one and appoint one (1) individual current directors or senior officers of Parent or such other individuals designated by the Purchaser Parent and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the CorporationCompany's Board), as a member of the Board of Directors of the Corporation Company to fill such vacancy, existing vacancies; and (ii) thereafter during the Covered Period (as defined below) use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of PurchaserParent) to be nominated and elected to its Board of Directors at each election of the CorporationCompany's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee)directors. Each Purchaser Parent designee elected to the Board of Directors shall be indemnified by the Corporation Company to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation Company in the same form as currently in effect for the CorporationCompany's current directors. The Corporation Company agrees to provide each such Purchaser Parent designee with the same compensation paid by the Corporation Company to its other outside directors and to reimburse the PurchaserParent's designee for reasonable out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the PurchaserParent's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation Company shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the CorporationCompany's Board of Directors meetings. The Covered Period shall begin on the date of execution hereof and continue for a one (1) year period, provided that it shall terminate immediately at such time as Parent beneficially owns less than eighty percent (80%) of the Parent Owned Company Stock.

Right to Nominate Directors. The Corporation For so long as DMSL’s Right continues to be in effect: (a) DMSL shall be entitled to designate a number of individuals (the “DMSL Director Nominees”) to serve as directors on the board of directors of Primero (the “Board of Directors”) determined by multiplying (i) take all corporate action necessary DMSL’s Percentage by (ii) the number of directors comprising the Board of Directors from time to immediately cause time, with the product rounded down to the closest whole number of directors. The number of DMSL Director Nominees to which DMSL is entitled as at the date hereof is three. The DMSL Director Nominees will be nominated, proposed for election at each meeting of shareholders of Primero (the “Shareholders”) at which directors of Primero are to be elected, and serve as directors of Primero, provided that each DMSL Director Nominee consents in writing to serve as a director and is eligible under the BCBCA to serve as a director. In the event that the size of the Corporation's Board of Directors is increased or decreased after the date hereof, the number of persons DMSL are entitled to designate to be nominated, proposed for election and serve as directors of Primero, shall be increased by one and appoint one (1) individual designated or decreased, as applicable, to such number, rounded down to the closest whole number of directors, as is equal to DMSL’s Percentage multiplied by the Purchaser and reasonably acceptable number of directors comprising the Board of Directors. (b) DMSL shall consult with Primero with regard to the Corporation's Board individuals which DMSL shall put forward as the DMSL Director Nominees, however, Primero acknowledges that the selection of the DMSL Director Nominees is solely within the discretion of DMSL. (it being agreed that any of Purchaser's officers who also serves c) Primero shall take all steps as an executive officer or director of Purchaser shall may be deemed reasonably acceptable necessary to appoint the DMSL Director Nominees to the Corporation's Board)Board of Directors as soon as possible after the execution and delivery of this Agreement. (d) Primero shall cause the DMSL Director Nominees to be included in the slate of nominees proposed by the Board of Directors to its Shareholders for approval as directors at each meeting of the Shareholders where directors are to be elected by Shareholders. (e) Primero shall use all reasonable efforts to cause the election of the DMSL Director Nominees, as a member including soliciting proxies in favour of the election of the DMSL Director Nominees. (f) Primero shall notify DMSL in writing immediately upon determining the date of any meeting at which directors are to be elected and DMSL shall advise Primero and the Board of Directors of the Corporation names of the DMSL Director Nominees at least fifty (50) days prior to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than any meeting at which directors are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board by the Shareholders, or within ten (10) days of Directors at each election being notified of the Corporation's directors record date for such meeting if such record date is within sixty (it being agreed that Purchaser shall be entitled to two (260) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result days of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to meeting. (g) If DMSL does not advise Primero and the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoingDMSL Director Nominees as required by subsection 6(f), shall then DMSL will be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees deemed to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetingshave nominated their incumbent nominees.

Right to Nominate Directors. The Corporation shall (i) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint one (1) individual designated by the Purchaser and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser ISC shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetings.

Right to Nominate Directors. The Corporation shall (ia) take all corporate action necessary to immediately cause On the Closing Date, the size of the Corporation's Board to will be increased to eight directors and an individual nominated by one and appoint one MDCI (1the “Initial MDCI Nominee”) individual designated by the Purchaser and reasonably acceptable will be appointed to the Corporation's Board (it being agreed Board, provided that any the Initial MDCI Nominee consents in writing to serve as a director, meets the qualification requirements to serve as a director under the rules of Purchaser's officers who also serves as an executive officer or director of Purchaser the Exchange, shall be deemed reasonably acceptable eligible under the BCBCA to serve as a director, acknowledges that he or she has read the Corporation's Board), as a member ’s Code of Conduct and Business Ethics and the Board of Directors of has approved the Corporation to fill such vacancynominee, and acting reasonably (iicollectively, the “Director Eligibility Criteria”). (b) thereafter during For so long as the Covered Period use reasonable effortsMDCI Pro Forma Percentage is at least 10%, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser MDCI shall be entitled to two designate one individual to be nominated at each meeting of Shareholders at which directors of the Corporation are to be elected (2each, an “MDCI Nominee”). (c) designees for The Corporation agrees that except as otherwise provided herein or with the prior written consent of MDCI, the size of the Board shall not be increased above eight directors. (d) Any MDCI Nominee shall at the time of election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected appointment to the Board for the first time meet the Director Eligibility Criteria. (e) The Corporation shall cause each MDCI Nominee to be included in the slate of Directors shall be indemnified nominees proposed by the Corporation Board to the fullest extent permitted by law and, without limiting the generality its Shareholders for approval as directors at each meeting of the foregoingShareholders where Directors are to be elected by Shareholders. (f) The Corporation shall use commercially reasonable efforts to cause the election of each MDCI Nominee, including soliciting proxies in favour of the election of each MDCI Nominee. (g) The Corporation shall notify MDCI in writing promptly upon determining the date of any meeting wherein Directors are to be given indemnification agreement protectionelected. (h) MDCI shall, if any, by after consultation with the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by good faith, advise the Corporation of the identity of the MDCI Nominee within five (5) Business Days following receipt by MDCI of written notice of the meeting as set forth in Section 2.1(g). If MDCI does not advise the Corporation of the identity of the MDCI Nominee prior to its other outside directors and such deadline, then MDCI will be deemed to reimburse have nominated the Purchaser's designee incumbent MDCI Nominee(s). (i) If any MDCI Nominee ceases to hold office as a director of the Corporation for out-of-pocket expenses reasonably incurred in connection with his any reason (including death, disability, resignation or removal by MDCI), MDCI shall be entitled to nominate an individual (so long as such individual satisfies the Director Eligibility Criteria) to replace him or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, and the Corporation shall promptly take all corporate action necessary commercially reasonable steps to entitle appoint, within 15 days of such designee(s) nomination, such individual to attend and participate in all of the Corporation's Board of Directors meetingsto replace the MDCI Nominee who has ceased to hold office. Any such succeeding individual shall thereafter be an MDCI Nominee.

Right to Nominate Directors. (a) The Corporation shall (i) take all corporate action necessary Hampstead Stockholders will be entitled to immediately cause the size nominate a portion of the Corporation's Wyndham Board. The portion of the Wyndham Board that Hampstead shall be entitled to nominate shall be increased equal to the nearest whole number obtained by one multiplying the Hampstead Allocable Percentage times the number of directors that are to serve on the Wyndham Board, and appoint one (1) individual designated such number shall be allocated as proportionally as practicable between Inside Directors and Outside Directors based on the total number of Inside Directors and Outside Directors. Each Inside Director nominated by the Purchaser and Hampstead Stockholders shall be a Hampstead Principal or such other Inside Director as is reasonably acceptable to the Corporation's Board Crow/Wyndham Stockholders. The Crow/Wyndham Stockholders (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to acting with the Corporation's Board), as a member approval of the Board holders of Directors a majority of the Corporation to fill such vacancy, and (iiShares held by the Crow/Wyndham Stockholders) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two nominate all Inside Directors and all Outside Directors other than those that the Hampstead Stockholders have the right to nominate. The Inside Directors and the Outside Directors that the Stockholder Groups are entitled to nominate are sometimes referred to in this Agreement as "Stockholder Nominees." (2b) designees for election as director if If at any time during the Covered Period Purchaser acquires term of this Agreement the Corporationrelationship between Hampstead's Common Stock hereafter transferred by PenskeAllocable Percentage and the number of directors constituting the Wyndham Board is such that a Stockholder Group has a number of Stockholder Nominees on the Wyndham Board that exceeds the number to which such Stockholder Group is entitled (whether one or more, andan "Excess Nominee"), as a result of such acquisitionStockholder Group, Penske or any of its affiliates loses its rights if requested to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified do so by the Corporation other Stockholder Group, will select the Stockholder Nominee who is to be designated the fullest extent permitted by law and, without limiting Excess Nominee and will cause the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees Excess Nominee to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with resign from his or her attendance of Board meetings. In position on the Wyndham Board, and in the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered PeriodExcess Nominee fails to resign, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate Excess Nominee will be removed as provided in all of the Corporation's Board of Directors meetingsthis Agreement.

Right to Nominate Directors. (a) The Corporation Placement Agent shall have the right (ibut not the obligation) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint nominate one (1) individual designated by the Purchaser and reasonably acceptable director to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation Company (the "Right to fill such vacancyNominate"). The Company shall, as soon as practicable after the Placement Agent exercises its Right to Nominate, appoint the Placement Agent's nominee to the Board of Directors and shall thereafter for a period of three (3) years from the date hereof include the Placement Agent's nominee in the slate of nominees recommended by the Company's Board of Directors to shareholders for election as a director at each subsequent meeting at which directors of the Company are to be elected, and shall use its best efforts to cause the election of such nominee. If elected to the Company's Board of Directors, the Placement Agent's nominee shall receive a fee for serving on the Board of Directors of $25,000 per year, plus reasonable expenses and five (ii5) thereafter during year options to purchase 20,000 shares of Common Stock, at an exercise price equal to the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees higher of (i) ten (10%) percent above the closing price of the Common Stock on the date the Placement Agent's nominee is elected to the Board of Directors, and (ii) $1.31 per share. Notwithstanding anything to have such designee the contrary in the foregoing, if (or other reasonably acceptable designee i) there is no vacancy on the Board of PurchaserDirectors of the Company, (ii) to be nominated and elected to the Company can not otherwise immediately place the Placement Agent's nominee on its Board of Directors at each election of Directors, or (iii) the CorporationPlacement Agent's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee nominee is not elected to the Board of Directors of the Company, the Placement Agent's nominee shall be indemnified designated by the Corporation Company as an official observer of the Board of Directors. As an observer of the Board of Directors, the Placement Agent's nominee shall have the right to (A) receive copies of all documents delivered to the fullest extent permitted by law andBoard of Directors, without limiting the generality (B) receive advance notice of all meetings of the foregoingBoard of Directors, shall be given indemnification agreement protection, if any, by the Corporation (C) attend in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member person all meetings of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and or otherwise participate in all of such meetings by telephone, and (D) receive the Corporation's fee and options as described above as if such nominee was elected to the Board of Directors meetingsDirectors.

Right to Nominate Directors. The Corporation shall ‌ (ia) take all corporate action necessary to immediately cause From and after the size Closing Date, for so long as the Investor’s Percentage on the record date for a meeting of the Corporation's Board Shareholders at which directors are to be increased by one and appoint one elected (1) individual designated by or, in the Purchaser and reasonably acceptable to case of a resolution in lieu thereof, on the Corporation's Board (it being agreed that any date of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the Corporation's Boardsuch resolution), as a member of is 10% or more, the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser Investor shall be entitled to designate one individual (an “Investor Nominee”) and for so long as the Investor’s Percentage is 40% or more on the record date for a meeting of Shareholders at which directors are to be elected (or, in the case of a resolution in lieu thereof, on the date of such resolution), the Investor shall be entitled to designate two Investor Nominees, to be nominated, approved and to serve as director(s) of the Company at each meeting (2or resolution in lieu thereof) designees of Shareholders at which directors of the Company are to be elected provided that each Investor Nominee consents in writing to serve as a director, meets the qualification requirements to serve as a director under the rules of the applicable Exchange, is eligible under the Act to serve as a director and the Board has approved the Investor Nominee, acting reasonably (collectively, the “Director Eligibility Criteria”). For the avoidance of doubt, although the Investor may have the right to nominate Investor Nominees, the Investor is not required to nominate any Investor Nominees.‌ (b) The Company shall promptly take all steps as may be necessary to appoint, within ten Business Days of the Closing Date, the Investor Nominee(s) to serve on the Board until the next meeting of Shareholders at which directors are to be elected. (c) The Company shall cause the Investor Nominee(s) to be included in the slate of nominees proposed by the Board to its Shareholders for election as director if directors at each meeting of Shareholders where directors are to be elected by Shareholders. (d) The Company shall notify the Investor in writing promptly upon determining the date of any time during meeting wherein directors are to be elected. (e) The Investor shall, after consultation with the Covered Period Purchaser acquires Company in good faith, advise the Corporation's Common Stock hereafter transferred Company of the identity of the Investor Nominee(s) at least 15 Business Days prior to the date on which proxy solicitation materials are to be mailed by Penskethe Company (as advised by the Company to the Investor at least 25 Business Days prior to such date) for purposes of any meeting of Shareholders at which directors are to be elected. If the Investor does not advise the Company of the identity of the Investor Nominee(s) prior to such deadline, and, then the Investor will be deemed to have nominated the incumbent Investor Nominee(s). (f) If an Investor Nominee ceases to hold office as a result director of the Company for any reason (including death, disability, resignation or removal by the Investor), the Investor shall be entitled to nominate an individual (so long as such individual satisfies the Director Eligibility Criteria, to the extent permitted by the Company’s constating documents) to replace him or her and the Company shall promptly take all steps as may be necessary to appoint, within ten Business Days of such acquisitionnomination, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected such individual to the Board of Directors to replace the Investor Nominee who has ceased to hold office. Any such succeeding individual shall thereafter be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetingsan Investor Nominee.

Right to Nominate Directors. (a) The Corporation JMI/Greystar Stockholders and the Crow Stockholders will each be entitled to nominate a portion of the Homegate Board. With respect to each nomination of directors (or election of directors effected by the Homegate Board to fill vacancies on the Homegate Board), the Company hereby agrees to nominate (or elect) as directors such designees (the "Stockholder Nominees") of the JMI/Greystar Stockholders and the Crow Stockholders as shall be required in order that the percentage of the entire Homegate Board thereafter represented by the Stockholder Nominees (taking into account then sitting directors who were nominated by the JMI/Greystar Stockholders or the Crow Stockholders and assuming the election of the nominees then being designated) is equal to the nearest whole number obtained by multiplying the Nomination Percentage times the number of directors that are to serve on the Homegate Board. (b) With respect to the Stockholder Nominees, (i) take all corporate action necessary to immediately cause the size JMI/Greystar Stockholders (acting with the approval of the Corporation's Board to be increased by one and appoint one (1) individual designated holders of a majority of the Shares held by the Purchaser and JMI/Greystar Stockholders) shall be entitled to nominate that portion of the Stockholder Nominees that is equal to the nearest whole number obtained by multiplying the JMI/Greystar Allocable Percentage times the number of Stockholder Nominees. Each director nominated by the JMI/Greystar Stockholders shall be a JMI/Greystar Principal or such other director as is reasonably acceptable to the Corporation's Board Crow Stockholders; and (it being agreed that any ii) the Crow Stockholders (acting with the approval of Purchaser's officers who also serves as an executive officer or director the holders of Purchaser a majority of the Shares held by Crow Stockholders) shall be deemed entitled to nominate all of the Stockholder Nominees other than those that the JMI/Greystar Stockholders have the right to nominate. Each director nominated by the Crow Stockholders shall be a Crow Principal or such other director as is reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetingsJMI/Greystar Stockholders.

Right to Nominate Directors. The Corporation For so long as the Goldcorp Right continues to be in effect: a) Goldcorp shall be entitled to designate one individual (ithe "Goldcorp Director Nominee") take all to be nominated, approved and to serve as a director of Tahoe at each meeting of shareholders of Tahoe (the "Shareholders") at which directors of Tahoe are to be elected, provided that the Goldcorp Director Nominee consents in writing to serve as a director, is eligible under the BCBCA to serve as a director, and is acceptable to Tahoe's corporate action necessary to immediately cause governance committee, acting reasonably. In the event that the size of the Corporation's Tahoe board of directors (the "Board of Directors") is increased or decreased after the date hereof, the number of persons Goldcorp is entitled to designate to be nominated, appointed and serve as directors of Tahoe, shall be increased by one and appoint one (1) individual designated or decreased, as applicable, to such number, rounded down to the closest whole number of directors, as is equal to the Goldcorp Percentage multiplied by the Purchaser and reasonably acceptable number of directors comprising the Board of Directors. b) Tahoe shall take all steps as may be necessary to appoint the Goldcorp Director Nominee to the Corporation's Board (it being agreed that of Directors as soon as possible after the execution and delivery of this Agreement. THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT TAHOE RESOURCES INC. c) Tahoe shall cause the Goldcorp Director Nominee to be included in the slate of nominees proposed by the Board of Directors to its Shareholders for approval as directors at each meeting of the Shareholders where Directors are to be elected by Shareholders. d) Tahoe shall use all reasonable efforts to cause the election of the Goldcorp Director Nominee, including soliciting proxies in favour of the election of the Goldcorp Director Nominee. e) Tahoe shall notify Goldcorp in writing immediately upon determining the date of any meeting of Purchaser's officers who also serves as an executive officer or director of Purchaser which Directors are to be elected and Goldcorp shall be deemed reasonably acceptable to the Corporation's Board), as a member of advise Tahoe and the Board of Directors of the Corporation name of the Goldcorp Director Nominee at least fifty (50) days prior to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than any meeting at which Directors are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board or approved by the Shareholders, or within ten (10) days of Directors at each election being notified of the Corporation's directors record date for such meeting if such record date is within sixty (it being agreed that Purchaser shall be entitled to two (260) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result days of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to meeting. f) If Goldcorp does not advise Tahoe and the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoingGoldcorp Director Nominee as required by subsection 7(e), shall then Goldcorp will be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees deemed to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetingshave nominated their incumbent nominees.

Right to Nominate Directors. The Corporation shall (a) On the Closing Date, an individual nominated by Equinox Gold (the “Initial Equinox Nominee”) will be appointed to the Board, provided that the Initial Equinox Nominee (i) take is identified by Equinox Gold to the Corporation prior to the Closing Date, (ii) consents in writing to serve as a director, (iii) meets the qualification requirements to serve as a director under the BCBCA, the applicable rules of the TSX and all corporate action necessary other regulatory requirements and (iv) and the Board has approved the nominee, acting reasonably (collectively, the “Director Eligibility Criteria”). (b) For so long as the Equinox Pro Forma Percentage is at least 20%, Equinox Gold shall be entitled to immediately cause designate one individual to be nominated at each meeting of Shareholders at which directors of the Corporation are to be elected (the “Equinox Nominee”). (c) The Corporation agrees that except as otherwise provided herein or with the prior written consent of Equinox Gold, the size of the Corporation's Board shall not be increased above 10 directors. (d) Any Equinox Nominee shall at the time of election or appointment to the Board for the first time meet the Director Eligibility Criteria. (e) The Corporation shall cause the Equinox Nominee to be included in the slate of nominees proposed by the Board to its Shareholders for approval as directors at each meeting of the Shareholders at which directors are to be increased elected by one and appoint one Shareholders. (1f) individual designated The Corporation shall use commercially reasonable efforts to cause the election of the Equinox Nominee, including soliciting proxies in favour of the election of the Equinox Nominee. (g) The Corporation shall notify Equinox Gold in writing promptly upon determining the date of any meeting of shareholders at which directors are to be elected. (h) Equinox Gold shall, after consultation with the Corporation in good faith, advise the Corporation of the identity of the Equinox Nominee within five (5) Business Days following receipt by Equinox Gold of written notice of the Purchaser and reasonably acceptable meeting as set forth in Section 2.1(g). If Equinox Gold does not advise the Corporation of the identity of the Equinox Nominee prior to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall such deadline, then Equinox Gold will be deemed reasonably acceptable to have nominated the Corporation's Boardincumbent Equinox Nominee(s), . (i) If any Equinox Nominee ceases to hold office as a member of the Board of Directors director of the Corporation to fill such vacancyfor any reason (including death, and (ii) thereafter during the Covered Period use reasonable effortsdisability, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (resignation or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of removal by the Corporation's directors (it being agreed that Purchaser ), Equinox Gold shall be entitled to two nominate an individual (2so long as such individual satisfies the Director Eligibility Criteria) designees for election as director if at any time during to replace him or her and the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by PenskeCorporation shall promptly take commercially reasonable steps to appoint, and, as a result within 15 days of such acquisitionnomination, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected such individual to the Board of Directors to replace the Equinox Nominee who has ceased to hold office. Any such succeeding individual shall thereafter be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetingsan Equinox Nominee.