Common use of Board and Committees Clause in Contracts

Board and Committees. (a) Subject to the approval of the Company Proposals and the consummation of the Merger, the Company will take all necessary action (to the extent permitted by applicable Law and to the extent such action is consistent with the fiduciary duties of the board of directors of the Company (the “Board”) under Delaware Law) to cause the following to occur immediately after the effective time of the Merger: (i) The Board to consist of nine directors (each, a “Director”), including Nxxxxxxx Xxxxxxx, Jxx Xxxxx, Axxxxxxx Xxxxxx, Sxxxxxx Xxxxxxxxx, Dxxxxx Xxxxx, Oxxx Xxxxx, Pxxxx Xxxx, Dxxxx Xxxxxxxxx and Pxxxxxx Xxxx; (ii) The Board shall be divided into the following three classes:1 (1) Class I directors for a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “First Annual Meeting”): [_______________] (collectively, the “Class I Nominees”); (2) Class II directors for a term expiring at the 2023 Annual Meeting of Stockholders (the “Second Annual Meeting”): [_______________] (collectively, the “Class II Nominees”); and (3) Class III directors for a term expiring at the 2024 Annual Meeting of Stockholders (the “Third Annual Meeting” and, collectively with the First Annual Meeting and Second Annual Meeting, the “Annual Meeting”): [_______________] (collectively, the “Class III Nominees” and, collectively with the Class I Nominees and Class II Nominees, the “Nominees”); (iii) The audit committee of the Board to consist of [three] directors, including: [__________________]; (iv) The compensation committee of the Board to consist of [three] directors, including: [__________________];2 and (v) The nominating and corporate governance committee of the Board to consist of [three] directors, including: [__________________]. (b) After the Closing, the Company will take all necessary action (to the extent permitted by applicable Law and to the extent such action is consistent with the fiduciary duties of the Board under Delaware Law) to (i) cause the Board to nominate and recommend for election to the Board at the (1) First Annual Meeting each of the Class I Nominees, (2) Second Annual Meeting each of the Class II Nominees and (3) Third Annual Meeting each of the Class III Nominees, each to serve until their successors are duly elected and qualified, and (ii) cause each applicable Nominee to be included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of the foregoing for the applicable Annual Meeting, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of members of the Board at the applicable Annual Meeting. (c) If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Stockholders holding a majority of the shares of Company Common Stock shall be entitled to designate promptly another Nominee and the Stockholders and the Company shall take all necessary and desirable actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee within ten days of such designation. Notwithstanding anything to the contrary, the director position for which such Nominee was nominated shall not be filled pending such designation and appointment, unless the Stockholders fail to designate such Nominee for more than 30 days, after which the Company may appoint an interim successor nominee who may serve as a director if duly elected until the Stockholders make such designation. The Stockholders shall not be obligated to designate all (or any) of the directors they are entitled to designate pursuant to this Agreement but the failure to do so shall not constitute a waiver of their rights hereunder.

Board and Committees. (a) Subject to the approval of the Company Novus Proposals and the consummation of the Merger, the Company will take all necessary action (to the extent permitted by applicable Law law and to the extent such action is consistent with the fiduciary duties of the board of directors of the Company (the “Board”) Board under Delaware Lawlaw) to cause the following to occur immediately after the effective time of the Merger: (i) The Board to consist of nine ten directors (each, a “Director”), including Nxxxxxxx Jxxxxxxx Xxxx, Kxxxx Xxxxxxxx, Mxxxxx Xxxxxxx, Jxx Axxx Xxxxx, Axxxxxxx Xxxxxx, Sxxxxxx Xxxxxxxxx, Dxxxxx J.X. Xxxxx, Oxxx Jxxxxxx Xxxxx, Pxxxx Dxxxx Xxx, Dxxxx Xxxx, Dxxxx Xxxxxxxxx Gxxx Xxxxx, and Pxxxxxx XxxxRxxxxx Xxxxxx; (ii) The Board shall be divided into the following three classes:1 (1) Class I directors for a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “First Annual Meeting”): [_______________] (collectively, the “Class I Nominees”); (2) Class II directors for a term expiring at the 2023 Annual Meeting of Stockholders (the “Second Annual Meeting”): [_______________] (collectively, the “Class II Nominees”); and (3) Class III directors for a term expiring at the 2024 Annual Meeting of Stockholders (the “Third Annual Meeting” and, collectively with the First Annual Meeting and Second Annual Meeting, the “Annual Meeting”): [_______________] (collectively, the “Class III Nominees” and, collectively with the Class I Nominees and Class II Nominees, the “Nominees”); (iii) The audit committee of the Board to consist of [three] three directors, including: [__________________]including Dxxxx Xxx, as chair, Gxxx Xxxxx, and J.X. Xxxxx; (iviii) The compensation committee of the Board to consist of [three] three directors, including: [__________________];2 including Kxxxx Xxxxxxxx, as chair, Mxxxxx Xxxxxxx, and Axxx Xxxxx; and (viv) The nominating and corporate governance committee of the Board to consist of [three] three directors, including: [__________________]including Jxxxxxx Xxxxx, as chair, Dxxxx Xxxx, and Rxxxxx Xxxxxx. (b) After the Closing, the Company will take all necessary action (to the extent permitted by applicable Law law and to the extent such action is consistent with the fiduciary duties of the Board under Delaware Lawlaw) to (i) cause the Board to nominate and recommend for election to the Board at the Company’s annual meeting of stockholders in 2021 (1) the “First Annual Meeting Meeting”) each of the Class I above-mentioned individuals (the “Nominees, (2) Second Annual Meeting each of the Class II Nominees and (3) Third Annual Meeting each of the Class III Nominees”), each to serve until their successors are duly elected and qualified, and (ii) cause each applicable Nominee to be included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of the foregoing for the applicable First Annual Meeting, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of members of the Board at the applicable First Annual Meeting. (c) If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Stockholders holding a majority of the shares of Company Novus Common Stock shall be entitled to designate promptly another Nominee and the Stockholders and the Company shall take all necessary and desirable actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee within ten days of such designation. Notwithstanding anything to the contrary, the director position for which such Nominee was nominated shall not be filled pending such designation and appointment, unless the Stockholders fail to designate such Nominee for more than 30 days, after which the Company may appoint an interim successor nominee who may serve as a director if duly elected until the Stockholders make such designation. The Stockholders shall not be obligated to designate all (or any) of the directors they are entitled to designate pursuant to this Agreement but the failure to do so shall not constitute a waiver of their rights hereunder. (d) The Company shall (i) purchase directors’ and officers’ liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary and (ii) for so long as any Director to the Board nominated pursuant to the terms of this Agreement serves as a Director of the Company, maintain such coverage with respect to such Directors.

Board and Committees. (a) Subject to the approval of the Company Proposals and the consummation of the Merger, the The Company will take all necessary action (to the extent permitted by applicable Law law and to the extent such action is consistent with the fiduciary duties of the board of directors of the Company (the “Board”) Board under Delaware Lawlaw) to cause the following to occur immediately after the effective time of the Merger: (i) The Board to consist of nine directors (each, a “Director”)seven directors, including Nxxxxxxx Xxxxxx Xxxxxxx, Jxx as Chair, Xxxxxx Xxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxxx, Axxxxxxx XxxxxxXxxxxx Xxxxxxx, Sxxxxxx Xxxxxxxxx, Dxxxxx Xxxxx, Oxxx Xxxxx, Pxxxx Xxxx, Dxxxx Xxxxxxxxx Xxxxxxx Xxxx and Pxxxxxx Xxxx; (iian individual mutually agreed to prior to the effective time of the Merger by Messrs. Xxxxxxx and Xxxxx that satisfies the requirements set forth in Section 1.1(b) The Board shall be divided into the following three classes:1 (1) Class I directors for a term expiring at the Company’s 2022 Annual Meeting of Stockholders hereof (the “First Annual Meeting”): [_______________] (collectively, the “Class I NomineesAdditional Director”); (2) Class II directors for a term expiring at the 2023 Annual Meeting of Stockholders (the “Second Annual Meeting”): [_______________] (collectively, the “Class II Nominees”); and (3) Class III directors for a term expiring at the 2024 Annual Meeting of Stockholders (the “Third Annual Meeting” and, collectively with the First Annual Meeting and Second Annual Meeting, the “Annual Meeting”): [_______________] (collectively, the “Class III Nominees” and, collectively with the Class I Nominees and Class II Nominees, the “Nominees”); (iiiii) The audit committee of the Board to consist of [three] three directors, including: [__________________]including the Additional Director, as Chair, Xxxxxx Xxxx and Xxxxxxx Xxxx; (iviii) The compensation committee of the Board to consist of [three] three directors, including: [__________________];2 including Xxxxxx Xxxxxxx, as Chair, Xxxxxx Xxxx and Xxxxxxx X. Xxxxxxx; and (viv) The nominating and corporate governance committee of the Board to consist of [three] three directors, including: [__________________]including Xxxxxxx X. Xxxxxxx, as Chair, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx. (b) After The Additional Director shall be mutually agreed to prior to the Closingeffective time of the Merger by Messrs. Xxxxxxx and Xxxxx and shall qualify as independent within the meaning of Rule 303A.02 of the New York Stock Exchange’s Listed Company Manual and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, and otherwise satisfy the requirements for service on the audit committee of the Board as a financial expert. (c) Upon the effectiveness of the Charter Proposals, the Company will take all necessary action (to the extent permitted by applicable Law law and to the extent such action is consistent with the fiduciary duties of the Board under Delaware Lawlaw) to cause the Board to be divided into three classes serving staggered three-year terms immediately after the effective time of the Merger. The Class I, Class II and Class III directors will serve until the Company’s annual meetings of stockholders in 2021, 2022 and 2023, respectively. Xxxxxxx X. Xxxxxxx and Xxxxxx Xxxxx will be assigned to Class I, Xxxxxx Xxxx, Xxxxxx Xxxxxxx and Xxxxxxx Xxxx will be assigned to Class II, and Xxxxxx Xxxxxxx and the Additional Director will be assigned to Class III. (id) After the closing of the Merger, the Company will take all necessary action (to the extent permitted by applicable law and to the extent such action is consistent with the fiduciary duties of the Board under Delaware law) to cause the Board to nominate and recommend for election to the Board at the Company’s annual meeting of stockholders in 2021 (1) the “First Annual Meeting Meeting”) each of the Class I Nominees, (2) Second Annual Meeting each of the Class II Nominees Xxxxxxx X. Xxxxxxx and (3) Third Annual Meeting each of the Class III NomineesXxxxxx Xxxxx, each to serve until the Company’s annual meeting of stockholders in 2024, or until their successors are duly elected and qualified, and (ii) cause each applicable Nominee to be included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting solicit proxies or consents in favor of the foregoing for the applicable Annual Meeting, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of members of the Board at the applicable Annual Meeting. (c) If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Stockholders holding a majority of the shares of Company Common Stock shall be entitled to designate promptly another Nominee and the Stockholders and the Company shall take all necessary and desirable actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee within ten days of such designation. Notwithstanding anything to the contrary, the director position for which such Nominee was nominated shall not be filled pending such designation and appointment, unless the Stockholders fail to designate such Nominee for more than 30 days, after which the Company may appoint an interim successor nominee who may serve as a director if duly elected until the Stockholders make such designation. The Stockholders shall not be obligated to designate all (or any) of the directors they are entitled to designate pursuant to this Agreement but the failure to do so shall not constitute a waiver of their rights hereunder.

Board and Committees. (a) Subject to the approval of the Company Novus Proposals and the consummation of the Merger, the Company will take all necessary action (to the extent permitted by applicable Law law and to the extent such action is consistent with the fiduciary duties of the board of directors of the Company (the “Board”) Board under Delaware Lawlaw) to cause the following to occur immediately after the effective time of the Merger: (i) The Board to consist of nine ten directors (each, a “Director”), including Nxxxxxxx Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Jxx Xxxx Xxxxx, Axxxxxxx Xxxxxx, Sxxxxxx Xxxxxxxxx, Dxxxxx X.X. Xxxxx, Oxxx Xxxxxxx Xxxxx, Pxxxx Xxxxx Xxx, Xxxxx Xxxx, Dxxxx Xxxxxxxxx Xxxx Xxxxx, and Pxxxxxx XxxxXxxxxx Xxxxxx; (ii) The Board shall be divided into the following three classes:1 (1) Class I directors for a term expiring at the Company’s 2022 Annual Meeting of Stockholders (the “First Annual Meeting”): [_______________] (collectively, the “Class I Nominees”); (2) Class II directors for a term expiring at the 2023 Annual Meeting of Stockholders (the “Second Annual Meeting”): [_______________] (collectively, the “Class II Nominees”); and (3) Class III directors for a term expiring at the 2024 Annual Meeting of Stockholders (the “Third Annual Meeting” and, collectively with the First Annual Meeting and Second Annual Meeting, the “Annual Meeting”): [_______________] (collectively, the “Class III Nominees” and, collectively with the Class I Nominees and Class II Nominees, the “Nominees”); (iii) The audit committee of the Board to consist of [three] three directors, including: [__________________]including Xxxxx Xxx, as chair, Xxxx Xxxxx, and X.X. Xxxxx; (iviii) The compensation committee of the Board to consist of [three] three directors, including: [__________________];2 including Xxxxx Xxxxxxxx, as chair, Xxxxxx Xxxxxxx, and Xxxx Xxxxx; and (viv) The nominating and corporate governance committee of the Board to consist of [three] three directors, including: [__________________]including Xxxxxxx Xxxxx, as chair, Xxxxx Xxxx, and Xxxxxx Xxxxxx. (b) After the Closing, the Company will take all necessary action (to the extent permitted by applicable Law law and to the extent such action is consistent with the fiduciary duties of the Board under Delaware Lawlaw) to (i) cause the Board to nominate and recommend for election to the Board at the Company’s annual meeting of stockholders in 2021 (1) the “First Annual Meeting Meeting”) each of the Class I above-mentioned individuals (the “Nominees, (2) Second Annual Meeting each of the Class II Nominees and (3) Third Annual Meeting each of the Class III Nominees”), each to serve until their successors are duly elected and qualified, and (ii) cause each applicable Nominee to be included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of the foregoing for the applicable First Annual Meeting, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of members of the Board at the applicable First Annual Meeting. (c) If a Nominee is not elected because of such Nominee’s death, disability, disqualification, withdrawal as a nominee or for any other reason, the Stockholders holding a majority of the shares of Company Novus Common Stock shall be entitled to designate promptly another Nominee and the Stockholders and the Company shall take all necessary and desirable actions within its control such that the director position for which such Nominee was nominated shall not be filled pending such designation or the size of the Board shall be increased by one and such vacancy shall be filled with such successor Nominee within ten days of such designation. Notwithstanding anything to the contrary, the director position for which such Nominee was nominated shall not be filled pending such designation and appointment, unless the Stockholders fail to designate such Nominee for more than 30 days, after which the Company may appoint an interim successor nominee who may serve as a director if duly elected until the Stockholders make such designation. The Stockholders shall not be obligated to designate all (or any) of the directors they are entitled to designate pursuant to this Agreement but the failure to do so shall not constitute a waiver of their rights hereunder. (d) The Company shall (i) purchase directors’ and officers’ liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary and (ii) for so long as any Director to the Board nominated pursuant to the terms of this Agreement serves as a Director of the Company, maintain such coverage with respect to such Directors.