Common use of Board Composition Clause in Contracts

Board Composition. (a) Subject to the provisions of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3.

Board Composition. (a) Subject to Section 3.2(d), the Board shall consist of such number of directors as is determined by the Board from time to time (provided that such number shall not be more than five at any time prior to an IPO) of which (i) one director shall be a person designated by Yahoo (the “Yahoo Designee”), provided, that Yahoo’s right to designate a director on the Board shall terminate upon, and be of no force and effect from and after, the first time that Yahoo owns less than the Threshold Number of Equity Securities, (ii) two directors shall be persons designated by the Management Members (each a “Management Member Designee” and collectively, the “Management Member Designees”); provided, that in the event the Management Members, collectively, own a number of Equity Securities amounting to less than 25% of the Management Current Share Number, only one director shall be designated by the Management Members and the Management Members will continue to have the right to designate at least one director on the Board as long as JM owns one share of Equity Security of the Company, and (iii) one director shall be a person designated by SOFTBANK (the “SOFTBANK Designee”), provided, that SOFTBANK’s right to designate a director on the Board shall terminate upon, and be of no force and effect from and after, the first time that SOFTBANK owns less than the Threshold Number of Equity Securities. Without limiting the generality of the requirements of Sections 2.1 and 2.2: (i) for so long as a Shareholder may designate at least one director pursuant to this Section 2.3, the Board shall not (A) increase the number of directors of the Board, or (B) designate a new director, without the prior written approval of each such Shareholder; and (ii) the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder 2.3 and any determination or resolution of the CompanyBoard under this Section 2.3, including amending the Memorandum and Articles to nominate and recommend to increase or decrease the stockholders numbers of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting directors on the election of Board and electing or removing directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3.

Board Composition. From and after the date hereof and until the termination of this Agreement pursuant to Section 5.01, each Party shall take all Necessary Action so that: (a) Subject the authorized number of Directors shall be maintained at seven (7); (b) the following persons shall be nominated by the Board for election and appointed or elected to the provisions of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder Board: (i) the Chief Executive Officer of the Company, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; ; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals Eligible Designees of Z Capital, one of which shall be designated by Z Capital Special Situations Fund II-B, LP (the “Z Capital VCOC”) during any time that the Z Capital VCOC holds direct or indirect ownership interests in writing to the Company by Spectrum Equity Investors II, L.P., Company; (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (viii) one (1) individual designated in writing to the Company by Sandler Capital Management and Eligible Designee of SPH Manager; (viiv) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced Eligible Designee as follows: (A) From if the Other Holders Minimum Ownership Condition is satisfied, one (1) Eligible Designee of the Other Holders; or (B) if the Other Holders Minimum Ownership Condition is not satisfied, one (1) Eligible Designee of SPH Manager and after such time as any entity having the right to designate Other Holders; and (v) two (2) nominees ownsEligible Designees who meet the applicable director independence requirements then in use by the Company to determine director independence (the “Independent Directors”), together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee of whom shall be designated by SPH Manager and one (1) of whom shall be designated by (A) the Other Holders so long as the Other Holders Minimum Ownership Condition is satisfied and, (B) in all other cases, by SPH Manager and the Other Holders. Notwithstanding the foregoing, in the event that, and for election so long as, the combined Beneficial Ownership of SPH Manager and the Other Holders is less than 5,060,816 Shares and the combined Beneficial Ownership of the Z Capital Holders is greater than 5,060,816 Shares (in each case, as such Share number is adjusted from time to the Board of Directors (excluding time for purposes hereof any decrease due to a stock dividend, stock split, reverse stock split, Transferstock combination, recapitalization, reclassification or any other change affecting similar transaction that affects all Stockholders on a substantially proportionate basis). This clause stockholders or the holders of any class of Shares (Aas the case may be) proportionately), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of Independent Director shall be designated by SPH Manager and the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 Other Holders and one (21) in favor of the removal of any director required to Independent Director shall be removed in accordance with Section 5.3designated by Z Capital.

Board Composition. (a) Subject to Sections 3.02(b) and 3.02(c), from and after the provisions Effective Time, the Board shall be comprised of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of three (3) directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (Ai) From Xx. Xxxx or an individual designated by Xx. Xxxx, (ii) Xx. Xxxx or an individual designated by Xx. Xxxx, and (iii) an individual designated by SINA. (b) The number of directors on the Board may be increased or decreased by the Board in accordance with the provisions of Section 3.03(c)(iv) and after the Company’s then in effect articles of association. For so long as Xx. Xxxx serves as a director pursuant to Section 3.02(a), Xx. Xxxx shall act as chairman of the Board. (c) Each of Xx. Xxxx, Xx. Xxxx and SINA shall cease to be entitled to the rights set forth in Section 3.02(a) to the extent such time as any entity having the right to designate two (2) nominees ownsShareholder, together with its Affiliates, less than 75% no longer owns any of the Shares purchased by such entity outstanding Shares, and its Affiliates pursuant the size of the Board and any applicable committee of the Board shall automatically be reduced accordingly. (d) Each of Xx. Xxxx, Xx. Xxxx and SINA shall have the exclusive right to the Stock Purchase Agreement, such entity shall forfeit remove and replace his or its respective right to designate one (1designee(s) nominee for election to the Board of Directors (excluding for purposes hereof with or without cause at any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply time by written notice to the exclusion Board, and such Shareholder’s designee shall immediately cease to be a director upon such removal. If as a result of clause death, disability, retirement, resignation, removal (Bwith or without cause) below. (Bor otherwise, there shall exist or occur any vacancy on the Board, the Shareholder who is entitled to designate such director pursuant to Section 3.02(a) From and after such time as any entity having shall have the right to designate one nominees owns, together with its Affiliates, less than 50% another individual to fill such vacancy. None of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase AgreementCompany, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof or any decrease due to a reverse stock splitShareholder shall be permitted, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each and none of the Stockholders further agrees Shareholders shall vote any of their Shares (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company whether now or hereafter directly acquired) or beneficially owned by any other Company Securities which such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) Shareholder is entitled to execute a written consent pursuant to any consensual action with respect to the election of directors vote (to the extent permitted by lawentitled to vote), in each case (1) in favor to remove a director without the prior written consent of the election Shareholder that appointed such director. (e) The right of the directors nominated in accordance with designations made each Shareholder to designate a director(s) pursuant to Section 5.1(a), 5.2 or 5.4 3.02(a) and (2Section 3.02(d) in favor of the removal of any director required shall not be transferable by such Shareholder other than to be removed in accordance with Section 5.3such Shareholder’s Affiliates.

Board Composition. (a) Subject From and after the Effective Time and subject at all times to the provisions of this Section 52.2(c)(i)(A), Section 2.2(c)(ii)(A) and Section 2.2(c)(iii)(A), at each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder meeting of the Company, to nominate and recommend ’s Stockholders at which an election of directors to the stockholders of Board occurs, the Company as the proposed members of the Board, at any annual or special meeting of stockholders called TPG Stockholders shall be entitled to designate for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) Board up to two (2) individuals designated in writing selected pursuant to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are procedures set forth on Schedule 5.1I hereto (such individuals, the “TPG Director Nominees”). The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right Closing, the Company shall, with respect to designate two each TPG Director Nominee that the TPG Stockholders are entitled to nominate under this Section 2.2(a) (2but subject to Section 2.2(c) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (Abelow), if applicable(i) include each such TPG Director Nominee in the Company’s slate of director nominees, shall apply (ii) recommend that the Company’s stockholders elect each such TPG Director Nominee, and include such recommendation in the Company’s proxy statement in respect of such meeting and (iii) use commercially reasonable efforts to take all other necessary and appropriate actions to cause the exclusion election of clause (B) below. (B) From and after each such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis)TPG Director Nominee. (b) Except If any TPG Director shall for any reason cease to serve as otherwise provided a member of the Board during the term of such TPG Director’s directorship, other than resignation pursuant to Section 2.2(c), then, for so long as the TPG Stockholders have the right to nominate such TPG Director pursuant to Section 2.2(a) (but subject to Section 2.2(c)(i)(B), Section 2.2(c)(ii)(B) and Section 2.2(c)(iii)(B)), the resulting vacancy on the Board shall be filled by an individual designated by the TPG Stockholders pursuant to the procedures set forth on Schedule I attached hereto. The Board shall take all action reasonably necessary to appoint each individual designated to fill such vacancy in accordance with this Section 52.2(b). (c) From and after the date hereof, each the rights of the TPG Stockholders further agrees in Sections 2.2(a), 2.2(b) and 2.2(c) shall be subject to the following: (i) (A) the TPG Stockholders shall have the right to appear in person or by proxy select both TPG Director Nominees until such time that the TPG Stockholders Transfer (other than any Transfer to any Permitted Transferee of any TPG Stockholder who, upon receipt of such Subject Shares, constitutes a TPG Stockholder hereunder) at any annual or special meeting of stockholders least one-half of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxySubject Shares, at any which such meeting time the number of the stockholders of the Company called TPG Director Nominees shall be one (1) for the purpose of voting on the election of directorsall purposes hereunder, and (B) for so long as the TPG Stockholders have the right to select both TPG Director Nominees, the rights of the TPG Stockholders described in Section 2.2(b) shall apply to both of the TPG Directors serving on the Board; (ii) to execute (A) following a written consent pursuant Transfer (other than any Transfer to any consensual action Permitted Transferee of any TPG Stockholder) of at least one-half of the Subject Shares and until such time that the TPG Stockholders Beneficially Own, in the aggregate, less than five (5%) percent of the issued and outstanding shares of Company Common Stock, the TPG Stockholders shall continue to have the right to select one (1) TPG Director Nominee and (B) for so long as the TPG Stockholders have the right to select only one (1) TPG Director Nominee, the rights of the TPG Stockholders described in Section 2.2(b) shall apply only with respect to the election one (1) TPG Director serving on the Board; and (iii) following such time that the TPG Stockholders Beneficially Own, in the aggregate, less than five percent (5%) of directors the issued and outstanding shares of Company Common Stock, (A) the TPG Stockholders shall no longer have the right to select any TPG Director Nominee and (B) the rights of the TPG Stockholders described in Section 2.2(b) shall no longer apply to any TPG Director serving on the Board. The fall-away thresholds described in this Section 2.2 shall be tested without giving effect to any Transfer of shares of Company Common Stock by TPG VI Wolverine Co-Invest, LP to the limited partners of TPG VI Wolverine Co-Invest, LP in connection with a liquidation, dissolution or other disbandment of TPG VI Wolverine Co-Invest, LP, if any, solely to the extent permitted by law)any such transferees become a party to this Agreement as “TPG Stockholders” hereunder pursuant to a joinder agreement substantially in the form attached hereto as Exhibit B. If, in each case (1) in favor at any time, the TPG Stockholders are no longer entitled to select a specified number of the election of the directors nominated TPG Director Nominees in accordance with designations made pursuant to clauses (i) through (iii) of this Section 5.1(a2.2(c), 5.2 or 5.4 then (x) a corresponding number of TPG Directors shall be required to promptly offer to resign from the Board (and from any committee positions held by such TPG Directors), and the TPG Stockholders shall use reasonable best efforts to cause such TPG Director Nominee to offer to resign as described in this sentence, and (2y) each vacancy resulting from any resignations accepted by the Company shall be filled by an individual appointed by the Board to the extent the Board, in favor its discretion, determines to maintain the size of the removal Board and not reduce the Board size to the number of directors in office immediately following such a resignation. (d) From and after the Closing (including following the termination of this Agreement), each TPG Director for so long as such Person is a director on the Board (and, with respect to indemnification rights and insurance coverage, such applicable period thereafter) shall be entitled to the same compensation (including fees), expense reimbursement and indemnification rights, as well as the same insurance coverage, in connection with his or her role as a Director as the other members of the Board. Notwithstanding the foregoing, any director required TPG Director shall have the right to be removed waive the right to receive any cash or equity compensation. Each TPG Director shall provide any and all information reasonably requested by the Nominating and Corporate Governance Committee of the Board related to any other compensation such TPG Director is entitled to in accordance connection with, or related to, such Person’s service as a TPG Director. (e) The Company shall provide each TPG Director with Section 5.3copies of all notices, minutes, consents and other material that the Company provides to all other members of the Board substantially concurrently as such materials are provided to the other members of the Board.

Board Composition. (a) Subject to Section 3.1(d) and Section 3.1(k) below, (1) the provisions of Board shall nominate or cause to be nominated, and shall recommend for election, individuals to serve as Directors in accordance with the designations in this Section 5, 3.1(b) and (2) each Stockholder Investor agrees to take such action as may take, or cause to be necessarytaken, in its capacity as a stockholder of the Companyall Necessary Action, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, ensure that at any each annual or special meeting of stockholders called for the purpose of voting on the at which an election of directors, Directors is held or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect written consent of the stockholders, in each case that includes as a matter to be acted upon by the stockholders the election of directors (including, without limitation, the filling of a vacancy existing on the Board), such persons shall be elected to the extent permitted Board: (i) three (3) Directors designated by lawBounty (initially such Directors shall be Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxx); (ii) three (3) Directors designated by CIFC Parent (initially such Directors shall be Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxx X. Xxxxxx); (iii) the Company’s then serving Chief Executive Officer, who shall initially be Xxxxx Xxxxxxxxx (the “CEO Director”); (iv) three (3) Independent Directors designated by the Nominating Committee; provided, that the initial Independent Directors to take office upon completion of the Merger shall be [ ],[ ] and [ ], each of whom has been designated jointly by the Investors and approved by the Special Committee of the Board; and (v) for so long as he remains an employee of the Company or any of its Subsidiaries, Xxxxxxxx Xxxxxxx; provided, that, following the death, disability, retirement, resignation or other removal of Xx. Xxxxxxx from the Board (including in connection with the termination of his employment with the Company and its Subsidiaries), in each case (1) in favor of the election of the directors nominated in accordance with designations made director designated pursuant to this Section 5.1(a), 5.2 or 5.4 and (23.1(b)(v) in favor of shall be an Independent Director designated by the removal of any director required to be removed in accordance with Section 5.3Nominating Committee.

Board Composition. (a) Subject to Section 4.01(d), the provisions initial Board shall be comprised of this Section five (5, ) directors (each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as the proposed members director of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directorsa “Director”), as follows: (i) Xxxx X. Xxxxxone (1) Director shall be designated by Highbridge; (ii) Xxxxx XxXxxxxxone (1) Director shall be designated by Whitebox; (iii) two one (21) individuals Director shall be designated in writing to the Company by Spectrum Equity Investors II, L.P., SGF; (iv) two one (21) individuals Director, who shall be an Independent Director, shall be designated in writing to by mutual agreement of Corre and WFF (together with Highbridge, Whitebox and SGF, the Company by Providence Equity Partners L.P., “Designating Stockholders”); and (v) one (1) individual designated in writing to Director shall be the President and Chief Executive Officer of the Company by Sandler Capital Management and (vi) one (1) individual designated in writing the “CEO Director”). Following the date hereof, the number of Directors shall be fixed from time to the Company by Triumph Partners III, L.P. The individuals to be designated initially time by the foregoing entities are set forth on Schedule 5.1Board as provided for in the Charter and Bylaws. The right to ------------ designate nominees Corre and WFF, acting jointly, shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding considered a single Designating Stockholder for purposes hereof any decrease due to of those provisions of this Article IV that provide for action by a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis)single Designating Stockholder. (b) Except To the extent that a Designating Stockholder continues to hold the Minimum Designation Threshold but otherwise fails to designate a Director, such Board seat shall remain vacant until the Designating Stockholder designates an individual for election as otherwise provided in a Director or falls below the Minimum Designation Threshold (as defined below). (c) Notwithstanding anything to the contrary herein, the right to designate Directors pursuant to this Section 54.01 (the “Board Designation Rights”) is personal to each Designating Stockholder to whom such rights have been granted, each and such rights shall not be Transferable, except in connection with a Transfer, at its election and in its sole discretion (in any one transaction or series of related transactions), by Highbridge, Whitebox or SGF of Shares held by such party to any Transferee, which Transfer represents not less than fifty and one tenth percent (50.1%) in the aggregate of the Stockholders further agrees total number of Shares initially held by such party (as set forth on Schedule A) as of the date hereof. (d) Notwithstanding anything to the contrary herein: (i) if Highbridge ceases to appear hold at least ten percent (10.0%) of the issued and outstanding Shares (the “Minimum Designation Threshold”), Highbridge shall lose its Board Designation Right and shall no longer be entitled to designate an individual for election as a Director to the Board (for the avoidance of doubt, Highbridge shall continue to hold all other rights granted to Stockholders pursuant to this Agreement for so long as it holds any Shares); provided, however, that for the avoidance of doubt, Highbridge shall not be entitled to aggregate its Shares with any Transferee of its Shares; (ii) if Whitebox ceases to hold the Minimum Designation Threshold, Whitebox shall lose its Board Designation Right and shall no longer be entitled to designate an individual for election as a Director to the Board (for the avoidance of doubt, Whitebox shall continue to hold all other rights granted to Stockholders pursuant to this Agreement for so long as it holds any Shares); provided, however, that for the avoidance of doubt, Whitebox shall not be entitled to aggregate its Shares with any Transferee of its Shares; (iii) if SGF ceases to hold the Minimum Designation Threshold, SGF shall lose its Board Designation Right and shall no longer be entitled to designate an individual for election as a Director to the Board (for the avoidance of doubt, SGF shall continue to hold all other rights granted to Stockholders pursuant to this Agreement for so long as it holds any Shares); provided, however, that for the avoidance of doubt, SGF shall not be entitled to aggregate its Shares with any Transferee of its Shares; (iv) if Corre and WFF ceases to hold, in person the aggregate, the Minimum Designation Threshold, Corre and WFF shall lose their Board Designation Right and shall no longer be entitled to designate an individual for election as the Independent Director (for the avoidance of doubt, Corre and WFF shall continue to hold all other rights granted to Stockholders pursuant to this Agreement for so long as such Party holds any Shares); provided, however, that for the avoidance of doubt, Corre and WFF shall not be entitled to aggregate their Shares with any Transferee of its Shares (other than Corre or by proxy at WFF); (v) if for any annual or special meeting of stockholders reason the individual serving as CEO Director shall cease to serve as the President and Chief Executive Officer, (i) if such individual does not concurrently resign as the CEO Director, each Stockholder shall, promptly following the written request of the Company for or Stockholders collectively holding more than ten percent (10%) of the purpose of obtaining a quorum and to then-outstanding Shares, vote all voting securities of its Shares to promptly remove such individual as the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, CEO Director and (ii) to execute a written consent pursuant to any consensual action with respect to upon the election of directors a successor President and Chief Executive Officer, such successor shall be elected as the CEO Director without any further action by the Stockholders. (e) The names of each Director and the Designating Stockholder, if any, who designated such Director shall be set forth on Schedule B and the Company may amend Schedule B from time to time without the extent permitted by law), in each case (1) in favor consent of the election Board or any Stockholder (and shall promptly provide a copy of such amended Schedule B to all parties hereto) to reflect any resignation, retirement, removal, replacement or designation of any Director that has been effected pursuant to this Agreement. (f) For so long as he is the President and Chief Executive Officer of the directors nominated in accordance with designations made pursuant to Section 5.1(a)Company, 5.2 or 5.4 and (2) in favor Xxxxxx Xxxxxxxxxx shall be Chairperson of the removal Board until the 2018 annual stockholders meeting, at which time the Board will either reelect Xx. Xxxxxxxxxx as Chairperson or elect a new Chairperson of any director required to be removed in accordance with Section 5.3the Board.

Board Composition. Each party hereto agrees to vote all of such Stockholder’s shares of voting securities in the Company, whether now owned or hereafter acquired or which such party may be empowered to vote, and to take such other action with respect thereto (including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be necessary to ensure (i) the Board shall be comprised of five (5) individuals (except as contemplated by Section 7.2), and (ii) that all of the following Persons shall serve from time to time as directors of the Company: (a) Subject to L. Xxxxxxx Xxxxxx, Xx. (provided he is an executive officer of the provisions Company or owns any shares of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder capital stock of the Company, to nominate and recommend to ); (b) one (1) individual designated by the stockholders holders of a majority in interest of the Company as Common Stock held by the proposed members of Management Holders, such individual to be determined by the Board, at any annual or special meeting of stockholders called for Management Holders following the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: date hereof; (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iiic) two (2) individuals designated by the holders of a majority in writing to interest of the Company shares of Common Stock purchased under the Purchase Agreement by Spectrum Equity the Investors II(the “Preferred Directors”), L.P., which individuals shall initially be Xxxx Xxxxxxxxx and Xxxxx Xxxxxxx; (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (vd) one (1) individual designated by L. Xxxxxxx Xxxxxx, Xx. and approved by holders of a majority in writing interest of the Stock Units, such approval not to be unreasonably withheld, which individual shall initially be Xxxxxx X. Xxxxxx (the “5th Director”); provided however, that from and after the date that is one year following the date of this Agreement, the holders of a majority in interest of the Stock Units may either re-designate the 5th Director or designate a new 5th Director which director shall be subject to the Company by Sandler Capital Management and consent of the remaining members of the Board (vi) one (1) individual which consent shall not be unreasonably withheld). If a majority of the remaining members of the Board do not approve the initial new 5th Director designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% holders of a majority in interest of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase AgreementUnits, such entity holders shall forfeit its respective right to designate one a second 5th Director. If the second 5th director is not approved by a majority of the remaining members of the Board, then such holders shall submit a list of four potential 5th directors (1) nominee for election to which list may include the first two 5th Directors previously rejected by the members of the Board), and a majority of the remaining members of the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to select the exclusion of clause (B) below5th Director from such list. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3.

Board Composition. (a) Subject to the provisions of this Section 5, The Company and each Stockholder agrees agree to take all actions (including but not limited to each Stockholder voting, or executing written consents with respect to, all Securities owned by such action as may be necessaryStockholder or over which such Stockholder exercises voting control), that are necessary or desirable (whether in its its, his or her capacity as a stockholder stockholder, director, member of the Companya board committee, to nominate and recommend to the stockholders of the Company as the proposed members of the Boardofficer or otherwise including, without limitation, attendance at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, meetings in person or by consensual action proxy for purposes of stockholders with respect obtaining a quorum and execution of written consents) to the election of directors, as follows: cause: (i) Xxxx X. Xxxxx; so long as GPP Holders own at least 283,500 Securities (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II“First GPP Minimum Ownership Level”), L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors up to three (excluding for purposes hereof any decrease due 3) individuals designated from time to time by GPP (the “GPP Directors”); provided, that if the GPP Holders do not own the First GPP Minimum Ownership Level but own at least 189,000 Securities (the “Second GPP Minimum Ownership Level”), then GPP shall only be entitled to designate a reverse stock splittotal of two (2) GPP Directors; provided further, Transferthat if the GPP Holders do not own the Second GPP Minimum Ownership Level, or other change affecting all Stockholders on then GPP shall only be entitled to designate a substantially proportionate basistotal of one (1) GPP Director; (ii) so long as Orgenesis owns at least 466,500 Securities (the “First Orgenesis Minimum Ownership Level”). This , then, subject to Section 3.5 and clause (A), if applicable, shall apply to the exclusion of clause (Bb) below. (B) From and after such time as any entity having , the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors four (excluding 4) individuals designated from time to time by Orgenesis (the “Orgenesis Directors”), one (1) of which will be an expert in the industry in which the Company and its Subsidiaries operate and who is not an employee of Orgenesis or any of its Subsidiaries (the “Industry Expert Director”, which for purposes hereof the avoidance of doubt shall be considered one of the Orgenesis Directors); provided, that if Orgenesis does not own the First Orgenesis Minimum Ownership Level but owns at least 311,000 Securities (the “Second Orgenesis Minimum Ownership Level”), then, subject to Section 3.5 and clause (b) below, Orgenesis shall only be entitled to designate a total of three (3) Orgenesis Directors, one (1) of which will be the Industry Expert Director; provided further, that if Orgenesis does not own the Second Orgenesis Minimum Ownership Level, then Orgenesis shall only be entitled to designate a total of one (1) Orgenesis Director; (iii) the removal from the Board, with or without cause, of any decrease due GPP Director at the written request of GPP, but only upon such written request and under no other circumstances; (iv) subject to a reverse stock splitSection 3.5 and clause (b) below, Transferthe removal from the Board, with or without cause, of any Orgenesis Director at the written request of Orgenesis, but only upon such written request and under no other circumstances; (v) if any GPP Director resigns, or for any other change affecting all Stockholders reason ceases to serve as a member of the Board during his or her term of office, then so long as the GPP Holders own the First GPP Minimum Ownership Level or the Second GPP Minimum Ownership Level, as applicable, the filling of the resulting vacancy on the Board by a substantially proportionate basis)representative designated by GPP; and (vi) if any Orgenesis Director resigns, or for any other reason ceases to serve as a member of the Board during his or her term of office, then so long as Orgenesis owns the First Orgenesis Minimum Ownership Level or the Second Orgenesis Minimum Ownership Level, as applicable, and subject to Section 3.5 and clause (b) below, the filling of the resulting vacancy on the Board by a representative designated by Orgenesis. (b) Except the initial GPP Directors shall be Xxxx Xxxxxx, Xxxxxxx X. Xxx, and Xxxxxxx Xxxxxx and the initial Orgenesis Directors shall be Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxx Xxxxxxx and Xxxxxx Head all of which shall be appointed for an initial term of two (2) years. During the Initial Two Year Period, unless otherwise agreed to in writing by GPP and Orgenesis, Xxxxxx Head shall be designated as the Industry Expert Director. (c) If the GPP Holders fail to own the First GPP Minimum Ownership Level or the Second GPP Minimum Ownership Level, then so long as Orgenesis owns the First Orgenesis Minimum Ownership Level, Orgenesis shall be entitled to fill any director position that GPP no longer has the right to fill. If Orgenesis fails to own the First Orgenesis Minimum Ownership Level or the Second Orgenesis Minimum Ownership Level, then so long as the GPP Holders own the First GPP Minimum Ownership Level, GPP shall be entitled to fill any director position that Orgenesis no longer has the right to fill. In all other cases if either the GPP Holders or Orgenesis are no longer entitled to appoint a director or directors as a result of failing to own an applicable “Minimum Ownership Level” then the size of the board shall be reduced by the number of directors that such Party no longer has the right to appoint. If any Person entitled to appoint a member of the Board as described above fails to appoint such member, then any member of the Board who would otherwise provided have been designated in accordance with the terms of this Section 5, each 3.4 shall instead be elected pursuant to the Company’s Certificate of Incorporation and the bylaws of the Stockholders further agrees Company (the “Bylaws”). (d) If a Stockholder fails to perform its obligations under this Section 3.4, then such Stockholder hereby grants to the Company its proxy to vote such Stockholder’s Securities in accordance with this Section 3.4. (e) At least one (1) GPP Director and one (1) Orgenesis Director will be appointed to serve on (i) each committee of the Board and (ii) each board of directors, board of managers or similar governing body (and each committee thereof) of any Subsidiary of the Company. The Board shall use commercially reasonable efforts to appear meet at least quarterly. The Company shall purchase D&O insurance in person or form and substance customary for entities in the industry in which the Company and its Subsidiaries operate and otherwise reasonably satisfactory to GPP and Orgenesis assuming such insurance is available on customary and commercial terms and pricing. Board members will be reimbursed by proxy the Company for reasonable out of pocket travel and other expenses related to attending meetings of the Board. (f) Notwithstanding any other term of this Agreement, (i) at any annual time after either (x) a PCE described in clause (iv) of the definition of PCE has occurred, or special meeting (y) the end of stockholders the Initial Two Year Period if any other Material Underperformance Event has occurred, GPP shall have the right to increase the number of directors that constitute the whole Board and the right to the elect to the Board a number of individuals designated from time to time by GPP that constitute at least a majority of the total number of directors on the Board and (ii) the Company and each Stockholder agree to take all action necessary or desirable to effectuate the foregoing clause (i). In the event GPP exercises its rights pursuant to this Section 3.4(f), Orgenesis shall have the approval rights as provided to GPP in Section 3.5(a) (but only with respect to a liquidation, dissolution and winding-up and only if such liquidation, dissolution or winding-up is not related to, or following, any Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), Sale of the Company for or Approved Sale), Section 3.5(b), Section 3.5(j) (but not in connection with any purchase or redemption contemplated by this Agreement or by the purpose Company’s Certificate of obtaining a quorum and to vote all voting securities Incorporation), Section 3.5(k), Section 3.5(m) (but not in connection with any Deemed Liquidation Event (as defined in the Company’s Certificate of Incorporation), Sale of the Company now or hereafter directly or beneficially owned by such StockholderApproved Sale), either and Section 3.5(p), provided, however, that (x) any reference to Series A Preferred Stock in person or by proxySection 3.5(k) shall be deemed to refer to Common Stock with respect to Orgenesis, at any such meeting (y) in Section 3.5(p) the reference to “Orgenesis Entity” shall be deemed to be to “GPP” for purposes of this sentence, and (z) none of the stockholders approval rights granted to Orgenesis shall in any way limit, impact or restrict GPP’s rights under Sections 3.2(b), 3.10, 3.11 or 3.12 or under the Company’s Certificate of Incorporation. (g) The Stockholders hereby acknowledge and agree that each Orgenesis Director, in determining whether or not to vote in support of or against any particular decision for which the Board’s consent is required, may act in and consider the best interest of Orgenesis and shall not be required to act in or consider the best interests of the other Stockholders or other parties hereto. The Stockholders acknowledge that (i) the Company called has engaged and is represented by, and shall continue to engage and be represented by following the date hereof, Xxxxx Xxxxx Zedek Xxxxxx Xxxxxx LLP for certain legal services and the purpose Stockholders hereby waive any claims against Xxxx Xxxxx in his capacity as an Orgenesis Director that such engagement as counsel to Orgenesis and the Company and as a director constitutes (a) a conflict of voting on interest in respect of his representation and continued representation of the election Company, Orgenesis and any of directorstheir Subsidiaries and (b) a conflict and/or breach of Xxxx Xxxxx’x fiduciary duties to the Company so long as all terms of such engagement are fully disclosed to the Board, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law)that certain Orgenesis Directors are also employees of Orgenesis and engage in activities in the ordinary course of such person’s duties on behalf of Orgenesis, so long as such activities are performed in the ordinary course of business of Orgenesis and would not reasonably be expected to violate the specific terms of this Agreement, the Stockholders hereby waive any claims against such Orgenesis Directors based upon breach of fiduciary duty in relation to such activities. (h) The Stockholders hereby acknowledge and agree that each GPP Director, in each case (1) determining whether or not to vote in favor support of or against any particular decision for which the Board’s consent is required, may act in and consider the best interest of GPP and shall not be required to act in or consider the best interests of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 other Stockholders or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3other parties hereto.

Board Composition. (a) Subject to Section 3.1(d) and Section 3.1(k) below, (1) the provisions of Board shall nominate or cause to be nominated, and shall recommend for election, individuals to serve as Directors in accordance with the designations in this Section 5, 3.1(b) and (2) each Stockholder Investor agrees to take such action as may take, or cause to be necessarytaken, in its capacity as a stockholder of the Companyall Necessary Action, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, ensure that at any each annual or special meeting of stockholders called for the purpose of voting on the at which an election of directors, Directors is held or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect written consent of the stockholders, in each case that includes as a matter to be acted upon by the stockholders the election of directors (including, without limitation, the filling of a vacancy existing on the Board), such persons shall be elected to the extent permitted Board: (i) three (3) Directors designated by lawDFR Holdings (initially such Directors shall be Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxx); (ii) three (3) Directors designated by CIFC Parent (initially such Directors shall be Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxxx and Xxx X. Xxxxxx); (iii) the Company’s then serving Chief Executive Officer, who shall initially be Xxxxx Xxxxxxxxx (the “CEO Director”); (iv) three (3) Independent Directors designated by the Nominating Committee; provided, that the initial Independent Directors to take office upon completion of the Merger shall be Xxxxxxxxx Xxxxxx, Xxxxxx X. Machinist and Xxxxx X. Xxxxx, each of whom has been designated jointly by the Investors and approved by the Special Committee of the Board; and (v) for so long as he remains an employee of the Company or any of its Subsidiaries, Xxxxxxxx Xxxxxxx; provided, that, following the death, disability, retirement, resignation or other removal of Xx. Xxxxxxx from the Board (including in connection with the termination of his employment with the Company and its Subsidiaries), in each case (1) in favor of the election of the directors nominated in accordance with designations made director designated pursuant to this Section 5.1(a), 5.2 or 5.4 and (23.1(b)(v) in favor of shall be an Independent Director designated by the removal of any director required to be removed in accordance with Section 5.3Nominating Committee.

Board Composition. (a) Subject Each Founder (including any Permitted Transferees) agrees to vote all of his, her or its shares of the provisions Company's capital stock having voting power (and any other shares over which he, she or it exercises voting control) in connection with the election of this Section 5, each Stockholder agrees directors of the Company and to take such action other actions as may be necessary, are necessary so as to elect and continue in its capacity office as a stockholder of the Companydirector, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and TA Associates, Inc. (vi) one "TA Associates"), who shall initially be Davix X.X. Xxxx (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows:xxe "Investor Nominee"). (Ab) From and after such time as any entity having the right Each Founder agrees to designate two (2) nominees ownsvote all of his, together with her or its Affiliates, less than 75% shares of the Shares purchased by such entity Company's capital stock having voting power (and its Affiliates pursuant to any other shares over which he, she or it exercises voting control) for the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee removal of the Investor Nominee upon the request of TA Associates and for the election to the Board of Directors (excluding for purposes of the Company of a substitute nominated by such party in accordance with the provisions of Section 4.1(a) hereof; provided, however, that in the event after the date hereof TA Associates elects to replace the individual designated at any decrease due to a reverse stock splittime as the Investor Nominee, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply TA Associates will submit to the exclusion Company the names of clause (B) below. (B) From three potential designees associated with TA Associates and after the Company may select from such time as any entity having the right designees a new Investor Nominee. Each Founder further agrees to designate one nominees ownsvote all of his, together with her or its Affiliates, less than 50% shares of the Shares purchased by Company's capital stock having voting power (and any other shares over which he, she or it exercises voting control) in such entity and its Affiliates pursuant manner as shall be necessary or appropriate to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate ensure that any individual for election to vacancy on the Board of Directors (excluding of the Company occurring for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis)reason shall be filled only in accordance with the provisions of this Article IV. (bc) Except For so long as otherwise provided in this Section 5, each any Investor Nominee is a director of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of Company, such Investor Nominee shall comply with the Company for the purpose of obtaining a quorum stock trading policies and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect windows then applicable to the election of Company's directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3executive officers.

Board Composition. (a) Subject to the provisions of this Section 5, each Stockholder Each Key Holder agrees to take vote, or cause to be voted, all Shares owned by such action as may be necessaryKey Holder, or over which such Key Holder has voting control, from time to time and at all times, in its capacity whatever manner as a stockholder of the Company, shall be necessary to nominate and recommend to the stockholders of the Company as the proposed members of the Board, ensure that at any each annual or special meeting of stockholders called for the purpose of voting on the at which an election of directors, directors is held or by consensual action pursuant to any written consent of the stockholders with respect the following persons shall be elected to the election Board: (a) Four (4) persons designated from time to time by the Investor (the “Investor Directors”), for so long as the Investor and its Affiliates (as defined below) continue to own beneficially the Convertible Note or any other securities of directorsthe Company, as follows: : (i) Xxxx one (1) shall be Dxxxx X. Xxxxx; Xxxxxxxx or his designee; (ii) Xxxxx XxXxxxxxone (1) shall initially be Jxxxx X. Xxxx; and (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to shall initially be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis)vacant. (b) Except as otherwise provided in this Section 5, each Three (3) persons designated from time to time by the remaining members of the Stockholders further agrees Board (iexcluding the Investor Directors) to appear in person or by proxy (the “Company Directors”), which individuals shall initially be Jxx Xxxxxxxxx, Axxxxxx Xxxxxx and Mxxxx Xxxxxx. (c) Notwithstanding the foregoing, if at any annual or special meeting time and from time to time an Event of stockholders Default (as defined in the Convertible Notes) occurs and is continuing, for such period of time, after giving effect to Subsection 1.4(a), below, in addition to the Company four (4) persons elected pursuant to Subsection 1.2(a) above, the addition of three persons designated from time to time by the Investor (such that, for the purpose avoidance of obtaining a quorum doubt, all directors shall be designated by the Investor), for so long as the Investor and its Affiliates (as defined below) continue to vote all voting own beneficially the Convertible Note or any other securities of the Company Company. (d) For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter directly existing that is controlled by one or beneficially owned by more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3Person.

Board Composition. (a) Subject to the provisions of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx John X. Xxxxx; (iixi) Xxxxx Briax XxXxxxxx; (iiixii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one () 1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3.

Board Composition. (a) Subject to From and after the provisions of this Section 5, each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as the proposed members of the Boarddate hereof, at any each annual or special meeting of stockholders called for Members at which directors are to be elected, and whenever the purpose of voting on the election of directors, or Members act by consensual action of stockholders written consent with respect to the election of directorsDirectors, as follows: each Member agrees to vote, or otherwise give such Member’s consent, in respect of all Company Equity Securities at the time owned by such Member or over which such Member has voting control, and take all other necessary actions, and the Company shall take all necessary actions within its control, in order to cause: (a) the authorized number of directors on the Board to be fixed at eight (8); (b) subject to Section 4.1(e), the election to the Board of: (i) five (5) directors designated by SEM (the “SEM Directors”), with the initial SEM Directors being Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxx X. XxxxxXxxxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxxxxx; and (ii) three (3) directors designated by WCAS (the “WCAS Directors”), with the initial WCAS Directors being D. Xxxxx XxXxxxxx; Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx (iii) two (2) individuals provided that Xxxxxx Xxxxxx shall not be designated in writing and elected to the Company by Spectrum Equity Investors IIBoard until June 2, L.P.2015 (and on such date shall automatically be so designated and elected without any further action on the part of any Person being required), (iv) two (2) individuals designated in writing and prior to such date the Company by Providence Equity Partners L.P., (v) Board shall have one (1) vacancy); all of which persons shall hold office, subject to their earlier death, resignation or removal in accordance with clause (c) below, until their respective successors shall have been elected and shall have qualified; (c) the removal from the Board (with or without cause) of any Director elected in accordance with clause (b)(i) or (b)(ii) above upon the written request of the Member that is entitled to designate such Director under clause (b)(i) or (b)(ii), as applicable, it being agreed that no Member shall vote for or consent to, and the Company shall not take any actions to effect, any other removal (with or without cause) of a Director elected pursuant to clause (b)(i) or (b)(ii) above without the written consent of the Member that is entitled to designate such Director; (d) upon any vacancy in the Board as a result of any individual designated as provided in clause (b) above ceasing to be a member of the Board, whether by death, resignation, removal or otherwise, the election to the Board as promptly as possible of an individual designated in writing accordance with clause (b) above; and (e) notwithstanding anything in Section 4.1(b) to the Company by Sandler Capital Management and contrary, (vii) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the WCAS Members collectively own a number of Company Interests that is less than or equal to sixty six and two thirds percent (66 2/3%) of the Start Number, SEM shall have the right to designate six (6) directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall have the right to designate two (2) nominees ownsdirectors pursuant to Section 4.1(b)(ii) (each of which shall be a “WCAS Director” for purposes of this Agreement), together with its Affiliates, (ii) on and after such time as the WCAS Members collectively own a number of Company Interests that is less than 75% or equal to thirty three and one third percent (33 1/3%) of the Shares purchased by such entity and its Affiliates Start Number, SEM shall have the right to designate seven (7) directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall have the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election director pursuant to the Board of Directors Section 4.1(b)(ii) (excluding which shall be a “WCAS Director” for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders of this Agreement) and (iii) on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as the WCAS Members collectively do not own any entity having Company Interests, SEM shall have the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates eight (8) directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall no longer have the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a4.1(b)(ii), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3.

Board Composition. Each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board: (ai) Subject for so long as at least one (1) Investor holds Series A Shares: (A) if all of the Investors, taken together, hold Series A Shares representing greater than ten percent (10%) of the then current capitalization of the Company on an as-converted basis, then two (2) individuals designated by the holders of a majority of the aggregate number of Series A Shares held by the Investors; provided, that the designation of any director pursuant to this clause (i) shall be subject to the reasonable approval of a majority of the then outstanding equity securities of the Company on an as-converted basis. The initial directors designated pursuant to this clause (i) shall be Xxxxxxx Xxxx and Xxxxxxx X. Xxx; or (B) if all of the Investors, taken together, hold Series A Shares representing ten percent (10%) or less of the then current capitalization of the Company on an as-converted basis, then one (1) individual designated by the holders of a majority of the aggregate number of Series A Shares held by the Investors; provided, that the designation of any director pursuant to this clause (ii) shall be subject to the reasonable approval of a majority of the then outstanding equity securities of the Company on an as-converted basis; (ii) five (5) individuals designated by a majority of the Ordinary Shares then outstanding (excluding any Ordinary Shares issued upon conversion of any Series A Shares); (iii) to the extent that clause (i) or (ii) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the shareholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Memorandum and Articles; and The initial directors appointed pursuant to clause (i) above shall serve for a term until December 31, 2007, thereafter, each director designated in accordance with clause (i), (ii), or (iii) above shall be elected for a term of one (1) year. Each Shareholder also agrees to vote, or cause to be voted, all Shares owned by such Shareholder, or over which such Shareholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that (i) no director elected pursuant to this Section 2.2(a) may be removed from office, other than for cause, unless (A) such removal is directed or approved by the affirmative vote of the person or persons entitled to designate that director or (B) the person or persons entitled to designate or approve such director is no longer so entitled to designate or approve such director; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to this Section 2.2(a) shall be filled pursuant to the provisions of this Section 52.2(a). All Shareholders agree to execute any written consents required to perform the obligations of this Section 2.2(a), each Stockholder agrees to take such action as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as agrees at the proposed members request of the Board, at any annual or party entitled to designate directors to call a special meeting of stockholders called shareholders for the purpose of electing directors. No party, nor any Affiliate of any such party, shall have any liability as a result of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as for any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election designee to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor the provisions of the removal of any director required to be removed in accordance with Section 5.3this Agreement.

Board Composition. (a) Subject to From and after the date hereof, and until the provisions of this Section 54 cease to be effective, each Stockholder agrees to shall vote all of its Company Securities and any other voting securities of the Company over which such holder has voting control and shall take such action as may be necessary, all other necessary or desirable actions within its control (whether in its capacity as a stockholder Stockholder, stockholder, director, member of the Company, to nominate and recommend to the stockholders a board committee or officer of the Company as the proposed members of the Boardor otherwise, and including, without limitation, attendance at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, meetings in person or by consensual action proxy for purposes of stockholders with respect to obtaining a quorum and execution of written consents in lieu of meetings), and the election of directorsCompany shall take all necessary or desirable actions within its control (including, as follows: without limitation, calling special Board and Stockholder meetings), so that: (i) Xxxx X. Xxxxx; the authorized number of directors (each, a “Director”) on the Board shall be established at three (3); (ii) Xxxxx XxXxxxxx; the following individuals shall be elected to the Board: (iiiA) two (2) individuals designated in writing to by The Xxxxxxx Xxxxxxxxx 2005 Grantor Retained Annuity Trust (“MKG”), initially Xxxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxxx (the Company by Spectrum Equity Investors II, L.P., “MKG Directors”); and (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (vB) one (1) individual designated by AmTrust Financial Services, Inc. (“AFSI”) and approved by the independent members of the Board of Directors of AFSI, initially Xxxxxx XxXxxxx (the “AFSI Director”); (iii) any committees of the Board shall be created only upon Unanimous Board Approval and shall include the AFSI Director; (iv) the removal from the Board or any committee thereof (with or without cause) of any representative designated hereunder shall be, except as otherwise provided in writing Section 4(d), only at the written instruction of the Investor(s) entitled to designate such representative; and (v) in the event that any representative designated hereunder ceases to serve as a member of the Board during his term of office, the resulting vacancy on the Board, and on each committee thereof, shall be filled within ninety-days of the date on which the vacancy began by a representative designated by the Investor originally entitled to designate such representative as provided hereunder. (b) The quorum for meetings of the Board shall be two (2) directors, provided, however, that the AFSI Director must be in attendance at all such meetings. No meeting of the Board shall continue with the transaction of business in the absence of a quorum. (c) The Company shall pay the reasonable out-of-pocket expenses incurred by the Directors in connection with attending (i) the meetings of the Board and any committee thereof and (ii) any other meetings at the request of any Company or any of its Subsidiaries. The Company shall convene at least four (4) Board meetings in a given calendar year. So long as any director serves on the Board and for six years thereafter, the Company shall maintain directors and officers indemnity insurance coverage satisfactory to each of the Specified Investors, and the constituent documents of the Company and each of its Subsidiaries, as appropriate, shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law. (d) If an Investor fails to designate a representative to fill a directorship vacancy within the time required by Section 4(a)(v), the Majority Investors may designate a Director to fill such Board position; provided that the Company by Sandler Capital Management and the Stockholders shall take all necessary actions to remove such individual if the party or parties which initially failed to designate such director designates a Director in accordance with the terms of this Section 4. (vie) one (1) individual designated in writing The provisions of this Section 4 shall terminate upon the earlier to occur of the consummation of a Qualified Public Offering or a Sale of the Company. Notwithstanding anything to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are contrary set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: in this Agreement (A) From and after such time as any entity having including Section 15), the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) belowdirector is not transferable. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (bf) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law4(e), the provisions of Section 4(a) shall not be amended in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant a manner to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required adversely affect an Investor’s right to be removed in accordance with Section 5.3designate a Board member.

Board Composition. Each Member agrees to vote, or cause to be voted, all Shares owned or held by such Member, or over which such Member has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that, at each general meeting of Members of the Company at which an election of directors is held or pursuant to any written consent of the Members, (ai) Subject the size of the Board shall be set and remain at seven (7) members, including six (6) Preference Directors and one (1) Ordinary Director, and such size of the Board shall not be changed except pursuant to the provisions of this Section 5the Memorandum and Articles of Association; and (ii) the Preference Directors and the Ordinary Director shall be elected as follows to the Board in accordance with the voting provisions of the Memorandum and Articles of Association: (a) One person designated from time to time by NEA (the “NEA Director”), each Stockholder agrees to take such action as may be necessarylong as NEA and Long Hill and their respective Affiliate(s), in its capacity taken as a stockholder whole, collectively hold no less than 5.5% of the Company, to nominate then total issued and recommend to the stockholders outstanding Shares of the Company as (on an as-converted and fully-diluted basis) at the proposed members of the Board, Closing and continue to hold at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than least 50% of the Shares purchased held by them as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such entity and its Affiliates designee to serve as the member of the Board who shall be appointed solely by the Series A Preference Majority pursuant to the Stock Purchase Agreement, such entity Memorandum and Articles of Association. The NEA Director shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis)initially be Xxxxxxxx XXXXX. (b) Except One person designated from time to time by CBC (the “CBC Director”), as otherwise provided in this Section 5long as CBC and its Affiliate(s), each taken as a whole, collectively hold no less than 5.5% of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders then total issued and outstanding Shares of the Company (on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of the Shares held by it as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the purpose member of obtaining the Board who shall be appointed solely by CBC pursuant to the Memorandum and Articles of Association. The CBC Director shall initially be Xxxx XXXXX. (c) One person designated from time to time by Temasek (the “Temasek Director”), as long as Temasek and its Affiliate(s), taken as a quorum whole, collectively hold no less than 5.5% of the then total issued and to vote all voting securities outstanding Shares of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, (on an as-converted and fully-diluted basis) at any such meeting the Closing and continue to hold at least 50% of the stockholders Shares held by it as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the member of the Board who shall be appointed solely by Temasek pursuant to the Memorandum and Articles of Association. The Temasek Director shall initially be Xxxxxx XX. (d) One person designated from time to time by ABG (the “ABG Director”), as long as ABG, CENOVA and its Affiliate(s), taken as a whole, collectively hold no less than 5.5% of the then total issued and outstanding Shares of the Company called (on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of the Shares held by them as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the purpose member of voting the Board who is appointed solely by ABG pursuant to the Memorandum and Articles of Association. The ABG Director shall initially be Xxx XX. (e) One person designated from time to time by MBK (the “MBK Director”), as long as MBK and its Affiliate(s), taken as a whole, collectively hold no less than 5.5% of the then total issued and outstanding Shares of the Company (on an as-converted and fully-diluted basis) at the election Closing and continue to hold at least 50% of directorsthe Shares held by it as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the member of the Board who shall be appointed solely by MBK pursuant to the Memorandum and Articles of Association. The MBK Director shall initially be Xxxxxxx LE. (f) One person designated from time to time by Ali (the “Ali Director”), as long as Ali and its Affiliate(s), taken as a whole, collectively hold no less than 5.5% of the then total issued and outstanding Shares of the Company (on an as-converted and fully-diluted basis) at the Closing and continue to hold at least 50% of the Shares held by it as of the date of Closing (subject to adjustment from time to time for Recapitalizations), such designee to serve as the member of the Board who shall be appointed solely by Ali pursuant to the Memorandum and Articles of Association. If Ali does not appoint any person to serve as Ali Director immediately upon the Closing, such seat of Ali Director shall remain vacant until Ali issues written notice to the Company to appoint such Ali Director at any time after the Closing. Within five (5) Business Days upon the written notice by Ali to the Company to appoint the person designated as Ali Director at any time, the Company shall take all actions necessary to reflect such appointment of the Ali Director, including but not limited to update the register of directors of the Company and have it certified by the secretary service provider of the Company, and (ii) provide such certified copy of register of directors to execute a written consent pursuant to any consensual action with respect Ali. Without prejudice to the election of directors (foregoing, Ali may at its sole discretion elect to appoint an observer to the extent permitted by law), in each case (1) in favor Board of the election of the directors nominated in accordance with designations made Company pursuant to Section 5.1(a6.2 if Ali chooses not to appoint a director to the Board according to the stage of growth of the Company, provided that, if Ali chooses to appoint a director to the Board, the Ali Observer (as defined below) should be removed as an observer to the Board. (g) One person designated from time to time by the Ordinary Majority (the “Ordinary Director”), 5.2 or 5.4 and (2) in favor such designee to serve as one of the members of the Board who shall be appointed solely by the Ordinary Majority pursuant to the Memorandum and Articles of Association, who shall be entitled to cast seven (7) votes for matters submitted for the Board’s approval. The Ordinary Director shall initially be Tianze ZHANG (张天泽). Any shareholder of the Company or group of shareholders entitled to designate any individual to be elected as a Director of the Board pursuant to Section 6.1 shall have the right to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director required Director occupying such position. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Director designated pursuant to this Section 6.1, the replacement to fill such vacancy shall be removed designated in the same manner as the Director who is being replaced in accordance with Section 5.36.1.

Board Composition. (ai) Subject Promptly following the execution of this Agreement and completion of the procedures set forth in this Section 1(a)(i), the Investor shall consult with the Company in good faith and present to the provisions of this Section 5, each Stockholder agrees to take such action Board two (2) recommended candidates for appointment as may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders directors of the Company as (the proposed members “Investor Directors”). The Board and/or the applicable committee of the Board, at any annual or special meeting promptly following the execution of stockholders called for this Agreement, shall (1) conduct customary interviews of the purpose of voting persons included on the election list of directorsproposed director candidates provided by the Investor to the Company via email on March 8, or by consensual action of stockholders 2023 (the “Candidate List”), (2) conduct its customary due diligence processes with respect to such candidates and (3) confer with the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) Investor to express the Board’s views regarding the candidates. The Investor will consider the Board’s views in good faith and will recommend to the Board two (2) individuals designated in writing from the Candidate List for appointment as the Investor Directors, each of whom shall be required to (x) qualify as “independent” under the Nasdaq Stock Market listing standards, (y) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including providing the Onboarding Documentation (as defined below)) and (z) have no prior or current relationship or agreement with the Investor, its principals or any of its Affiliates (including, without limitation, as a director, officer or employee or Affiliate of any of the foregoing) that has not already been disclosed to the Company. (ii) No later than thirty (30) days from the date of this Agreement, the Board and any applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from ten (10) to twelve (12) directors and (B) appoint the Investor Directors in accordance with the procedure specified herein. For the avoidance of doubt, the Investor shall have sole discretion as to the candidates ultimately appointed to the Board as the Investor Directors (subject to satisfaction of the requirements set forth herein). (iii) Promptly following the execution of this Agreement, the Company shall commence a search for, identify and appoint two (2) additional directors to the Board (the “Company Directors” and together with the Investor Directors, the “New Directors”) in accordance with the following procedures. The Board and/or any applicable committees of the Board shall (A) with the assistance of a nationally regarded search firm, conduct customary search, interview and due diligence processes with respect to identifying a candidate pool to be determined by Spectrum Equity Investors IIthe Board or the applicable committee of the Board, L.P.which candidate pool shall include the four (4) individuals on the Candidate List not selected as Investor Directors, and (ivB) appoint, following good faith consultation with the Investor, two (2) individuals designated in writing as the Company Directors. For the avoidance of doubt, the Company shall have sole discretion as to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing candidates ultimately appointed to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to Board as the Company by Triumph Partners III, L.P. Directors. (iv) The individuals to be designated initially by Company agrees that the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: size of the Board (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant prior to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any 2023 annual or special meeting of stockholders of the Company (the “2023 Annual Meeting”) shall not exceed the sum of the current number of directors on the date of this Agreement, plus the Investor Directors (when appointed) plus any Company Directors appointed prior to the 2023 Annual Meeting, if any, and (B) following the 2023 Annual Meeting and the appointment of both Company Directors, shall be fixed at no more than twelve (12) directors for the purpose of obtaining a quorum and to vote all voting securities duration of the Standstill Period, unless otherwise mutually agreed to in writing by the Investor and the Company. (v) The Company now or hereafter directly or beneficially owned by such Stockholderagrees that it shall nominate for election at the 2023 Annual Meeting (A) the Investor Directors, either in person or by proxy(B) any Company Directors appointed prior to the 2023 Annual Meeting, at any such meeting if any, and (C) not more than eight (8) directors who are directors on the date of the stockholders of the this Agreement. The Company called agrees that it shall recommend, support and solicit proxies for the purpose of voting on the election of directorseach of the Investor Directors in the same manner as it recommends, supports, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of solicits proxies for the election of the directors nominated in accordance with designations made pursuant Company’s other director nominees up for election at the 2023 Annual Meeting. The Company shall use its reasonable best efforts to Section 5.1(ahold the 2023 Annual Meeting no later than June 30, 2023. (vi) If any of the Investor Directors (or any Investor Replacement Director (as defined below), 5.2 if applicable) is unable or 5.4 unwilling to serve as a director for any reason, resigns as a director or is removed as a director prior to the expiration of the Standstill Period, and at such time the Investor has aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”)) representing at least the lesser of (x) 2.0% of the then-outstanding shares of Common Stock and (2y) in favor 1,276,755 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Minimum Ownership Threshold”), the Investor shall have the ability to recommend a substitute person(s) reasonably acceptable to the Board (which acceptance shall not be unreasonably withheld, conditioned or delayed) (any such replacement nominee shall be referred to as an “Investor Replacement Director”). Any Investor Replacement Director recommended by the Investor shall be required to (i) qualify as “independent” under the Nasdaq Stock Market listing standards and the rules and regulations of the removal SEC, (ii) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including providing the Onboarding Documentation) and (iii) have no prior or current relationship or agreement with the Investor, its principals or any of its Affiliates (including, without limitation, as a director, officer or employee or Affiliate of any director required to be removed in accordance with Section 5.3.of the foregoing). The Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”), after taking into account the relevant financial and business experience of the proposed Investor Replacement Director, shall promptly make its determination and recommendation regarding whether such person so qualifies after (A) such nominee has submitted the Onboarding Documentation, (B) representatives of the Board have conducted customary

Board Composition. The Parties agree that: (a) Subject the Minority Holder(s) (acting in accordance with Section 10.7(c)) shall have the right to nominate for election to the provisions Company Board: (i) for so long as it has Company Percentage Ownership of this Section 5at least fifteen per cent. (15%), each Stockholder agrees up to take such action as may be necessarytwo (2) members of the Company Board, and, in its capacity the case of the Trawlers Parties (unless the Trawlers Parties are the Majority Holder), such designees must not be considered a United States citizen or resident (as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act); and (ii) for so long as it has Company Percentage Ownership of at least ten per cent. (10%) but less than fifteen per cent. (15%), up to one (1) member of the Company Board and, in the case of the Trawlers Parties (unless the Trawlers Parties are the Majority Holder), such designee must not be considered a United States citizen or resident (as defined in Rule 405 of Regulation C under the Securities Act and Rule 3b-4 under the Exchange Act); (b) the Majority Holder (if any) (acting in accordance with Section 10.7(c)) shall have the right to nominate for election the remaining members of the Company Board and determine the size of the Company Board (subject to the requirements of Section 3.1(a)); (c) for so long as a stockholder Shareholder has nomination rights pursuant to Sections 3.1(a) or 3.1(b) above, (i) the Company agrees that it shall nominate for election at its annual meeting of shareholder each such Person designated by the Majority Holder or the Minority Holder (and shall recommend, support and solicit proxies for the election of each such Person, in the same manner as it recommends, supports and solicits proxies for the election of the Company, to nominate ’s other director nominees) and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; each of the Shareholders shall vote in favor of the nominee or nominees of the other Shareholder(s); (iiid) the Minority Holder(s) (acting in accordance with Section 10.7(c)) shall have the right to appoint: (i) two (2) individuals designated in writing to members of the Board of Directors of each Subsidiary of the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to each a “Subsidiary Board” and together with the Company by Providence Equity Partners L.P.Board, a “Board”); and (vii) for so long as it has Company Percentage Ownership of at least ten per cent. (10%) but less than fifteen per cent. (15%), up to one (1) individual designated in writing to member of each Subsidiary Board, and the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to shall procure the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows:appointment of such member(s); and (Ae) From and after such time as any entity having the right to designate two Majority Holder (2if any) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed acting in accordance with Section 5.310.7(c)) shall have the right to nominate for election the remaining members of all Subsidiary Boards and determine the size of such Subsidiary Boards (subject to the requirements of Section 3.1(d)).

Board Composition. (a) Subject to the provisions of this Section 5, each Stockholder Each Investor agrees to take vote or act with respect to all shares of Company capital stock now or hereafter directly or indirectly acquired (of record or beneficially) by such action Investor, in such manner as may be necessary, necessary to elect (and maintain in its capacity office) as a stockholder members of the Company’s Board of Directors, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: following individuals: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iiiA) two (2) individuals designated in writing by a majority of the holders of the Series A-1 Preferred Stock, Series B-1 Preferred Stock, and Series C-1 Preferred Stock (each an “Existing Investors’ Designee”), voting together as a single class, from time to time, through the coordination by Taiwan Special Opportunities Fund III (“TSOF”); (B) one (1) individual designated by the majority of holders of the Series D-1 Preferred Stock, voting together as a single class, from time to time, whereby such director shall be designated by TSOF (the “TSOF Designee”); (C) one (1) individual designated by the majority of holders of the Series D-1 Preferred Stock, voting together as a single class, from time to time, whereby such director shall be designated by Sirenza Microdevices, Inc. (“SMDI”) (the “SMDI Designee”) so long as SMDI holds at least 12% of the shares of Company capital stock then outstanding, measured on a primary shares basis; (D) one (1) individual designated by Spectrum Equity Investors IIthe majority of holders of the Series D-1 Preferred Stock, L.P.voting together as a single class, from time to time, whereby such director shall be designated by Opcom Holdings Limited (iv“Opcom”) (the “Opcom Designee”); and (E) two (2) individuals designated in writing by the majority of holders of the Series D-1 Preferred (each a “Series D-1 Designee”), voting together as a single class, from time to time, whereby such directors shall be initially selected from among the Corporation’s management team and outside members, including industry experts, and each shall be subject to the Company by Providence Equity Partners L.P., prior consent of TSOF and an Existing Investors’ Designee. For purposes of this Agreement: (vi) one (1) any individual who is designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Company’s Board of Directors pursuant to the foregoing provisions of this Section 2.5(a) is hereinafter referred to as a “Board Designee”; and (excluding for purposes hereof ii) any decrease due to a reverse stock splitindividual, Transferentity, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion group of clause (B) below. (B) From and after such time as any entity having individuals and/or entities who has the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual or more Board Designees for election to the Company’s Board of Directors (excluding for purposes hereof any decrease due pursuant to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in the foregoing provisions of this Section 5, each of the Stockholders further agrees (i2.5(a) is hereinafter referred to appear in person as a “Designator” or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called for the purpose of voting on the election of directors, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case (1) in favor of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal of any director required to be removed in accordance with Section 5.3as “Designators,” as applicable.

Board Composition. (a) Subject For so long as Bio-Rad (together with its Permitted Transferees) holds as of any date of determination an aggregate number of shares of Common Stock equal to at least 10% of the aggregate number of issued and outstanding shares of Common Stock as of such date of determination, each Securityholder agrees that it will vote all Securities owned by it so as to elect to the provisions of Board one member designated by Bio-Rad. If any such designee shall resign or otherwise fail, decline or cease to serve, Bio-Rad may designate a replacement. The initial designee under this Section 5, each Stockholder agrees to take such action as subsection shall be Xxxx Xxxxxxxx. No person designated hereunder may be necessary, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1Competitor. The right to ------------ designate nominees a member of the Board set forth in this subsection 6.1(a) shall not be reduced as follows: transferable; provided that, in the event that Bio-Rad Transfers in accordance with the terms of this Agreement at least 10% of the aggregate issued and outstanding shares of Common Stock of the Company to a Person in a single transaction, Bio-Rad may, with the consent of the Company (Asuch consent not to be unreasonably withheld) From and after such time as any entity having the transfer its right to designate two a member of the Board set forth in this subsection 6.1(a) to such Person (2) nominees owns, together with its Affiliates, less than 75to be held by such Person as long as such Person continues to hold at least 10% of the Shares purchased by such entity aggregate number of issued and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee for election to the Board outstanding shares of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basisCommon Stock). (b) Except Each Securityholder agrees that it will vote all Securities owned by it so as to elect to the Board three members designated by JFI II (the "JFI II Designees"); provided that if any Substitute Designator becomes entitled to designate a member of the Board pursuant to subsection 6.1(d) below, JFI II shall only be entitled to designate two members of the Board; and provided further that if such Substitute Designator ceases to be entitled to designate a member of the Board pursuant to subsection 6.1(d) below, JFI II shall again be entitled to designate three members of the Board. If any of the JFI II Designees shall resign or otherwise provided fail, decline or cease to serve, then JFI II may designate a replacement. The right to designate one or more members of the Board set forth in this Section 5subsection 6.1(b) may be transferred, each in whole or in part, to a Transferee of Securities. (c) Each Securityholder agrees that it will vote all Securities owned by it so as to elect to the Board three members designated by Rhine (the "Rhine Designees"); provided that if any Additional Substitute Designator becomes entitled to designate a member of the Stockholders further agrees (iBoard pursuant to subsection 6.1(e) below, Rhine shall only be entitled to appear in person or by proxy at any annual or special meeting of stockholders designate two members of the Company for the purpose of obtaining Board; and provided further that if such Additional Substitute Designator ceases to be entitled to designate a quorum and to vote all voting securities member of the Company now or hereafter directly or beneficially owned by such StockholderBoard pursuant to subsection 6.1(e) below, either in person or by proxy, at any such meeting Rhine shall again be entitled to designate three members of the stockholders Board. If any of the Company called for Rhine Designees shall resign or otherwise fail, decline or cease to serve, then Rhine may designate a replacement. The right to designate one or more members of the purpose Board set forth in this subsection 6.1(c) may be transferred, in whole or in part, to a Transferee of voting Securities. (d) For so long as any Person who is not a Securityholder on the election of directors, and (ii) to execute date hereof who becomes a written consent Securityholder pursuant to any consensual action with respect to the election a merger, stock purchase or other form of directors (to the extent permitted by law), in each case (1) in favor transaction and as a result of the election of the directors nominated in accordance with designations made pursuant to Section 5.1(a), 5.2 or 5.4 and (2) in favor of the removal such transaction such Person holds as of any director required date of determination an aggregate number of shares of Common Stock equal to be removed in accordance with Section 5.3.at

Board Composition. (a) Subject to the provisions terms and conditions of this Section 5Agreement, each Stockholder agrees to take such action as may be necessaryfrom the date of this Agreement, in its capacity as a stockholder of the Company, to nominate and recommend to the stockholders of the Company as shall take all Necessary Action to ensure that the proposed members of the Board, at any annual or special meeting of stockholders called for the purpose of voting on the election of directors, or by consensual action of stockholders with respect to the election of directors, as follows: (i) Xxxx X. Xxxxx; (ii) Xxxxx XxXxxxxx; (iii) two (2) individuals designated in writing to the Company by Spectrum Equity Investors II, L.P., (iv) two (2) individuals designated in writing to the Company by Providence Equity Partners L.P., (v) one (1) individual designated in writing to the Company by Sandler Capital Management and (vi) one (1) individual designated in writing to the Company by Triumph Partners III, L.P. The individuals to be designated initially by the foregoing entities are set forth on Schedule 5.1. The right to ------------ designate nominees following persons shall be reduced as follows: (A) From and after such time as any entity having the right to designate two (2) nominees owns, together with its Affiliates, less than 75% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate one (1) nominee nominated for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). This clause (A), if applicable, shall apply to the exclusion of clause (B) below. (B) From and after such time as any entity having the right to designate one nominees owns, together with its Affiliates, less than 50% of the Shares purchased by such entity and its Affiliates pursuant to the Stock Purchase Agreement, such entity shall forfeit its respective right to designate any individual for election to the Board of Directors (excluding for purposes hereof any decrease due to a reverse stock split, Transfer, or other change affecting all Stockholders on a substantially proportionate basis). (b) Except as otherwise provided in this Section 5, at each of the Stockholders further agrees (i) to appear in person or by proxy at any annual or special meeting of stockholders of the Company for the purpose of obtaining a quorum and to vote all voting securities of the Company now or hereafter directly or beneficially owned by such Stockholder, either in person or by proxy, at any such meeting of the stockholders of the Company called or at any special meeting of the stockholders of the Company at which elections to the Board of Directors will be held: 2.2.1 three (3) Independent Directors, which individuals shall initially be [___] (collectively, the “Independent Directors”) and shall thereafter be nominated by the Board (or any duly authorized committee thereof in accordance with the Charter, Bylaws, or other corporate governance documents of the Company); provided, that at least one of the Independent Directors must qualify as an “audit committee financial expert” within the meaning of U.S. Securities and Exchange Commission Regulation S-K; 2.2.2 four (4) directors nominated by H.I.G. (the “H.I.G. Designees”), for so long as H.I.G. Beneficially Owns 20% or more of the purpose outstanding shares of voting on Common Stock of the election Company, three (3) directors nominated by H.I.G., for so long as H.I.G. Beneficially Owns 15% or more (but less than 20%) of directorsthe outstanding shares of Common Stock of the Company, two (2) directors nominated by H.I.G., for so long as H.I.G. Beneficially Owns 10% or more (but less than 15%) of the outstanding shares of Common Stock of the Company, and (ii) to execute a written consent pursuant to any consensual action with respect to the election of directors (to the extent permitted by law), in each case one (1) in favor director nominated by H.I.G., for so long as H.I.G. Beneficially Owns 5% or more (but less than 10%) of the election outstanding shares of Common Stock of the directors Company; 2.2.3 one (1) director nominated in accordance by Sponsor (the “Sponsor Designee” and together with designations made pursuant to Section 5.1(athe H.I.G. Designees, the “Designees”) for so long as Sponsor and its Affiliates Beneficially Own 1% or more of the outstanding shares of Common Stock of the Company; and 2.2.4 one (1) director who shall be the individual serving as the Chief Executive Officer of the Company (the “CEO Director”), 5.2 or 5.4 and (2) in favor of the removal of any director required to which individual shall initially be removed in accordance with Section 5.3[____].