Common use of Board Composition Clause in Contracts

Board Composition. The Board shall initially be four, among which (i) one director shall be a person designated by Yahoo (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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 will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement, Yahoo shall have the right to designate a number of directors equal to the greater of (i) the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality of the requirements of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directors.

Board Composition. The (a) Commencing on the date hereof, the Board shall initially be fourconsist of seven Directors, among which (i) one director shall be a person designated as set from time to time by Yahoo (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) Board as provided in the event SOFTBANK no longer has Bylaws. The Company (x) will not decrease the right to designate a director pursuant to subclause number of Directors below four or increase the number of Directors above seven without the consent of Xxxxxx (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5Xxxxxx and his Affiliates and members of his Immediate Family hold in the aggregate 20% or more of the outstanding Shares of Common Stock on an As-Converted Basis) and (y) will not decrease the number of Directors below seven without the Equity Securities it owns as consent of Highbridge prior to the Closing Date, (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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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 will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Notes Repayment Date. From and after the fifth anniversary As of the date hereof, the Board consists of this Agreementthe individuals named on Exhibit B attached hereto. (b) So long as Highbridge and its Affiliates (other than ENXP Offshore, Yahoo L.P.) hold in the aggregate 10% or more of the outstanding Shares of Common Stock on an As-Converted Basis, Highbridge Onshore Fund shall have the right to designate one Director. For the avoidance of doubt, in no event shall ENXP Offshore, L.P. have any right to participate in the designation of such Director. (c) So long as Xxxxxx remains the President or Chief Executive Officer of the Company, Xxxxxx shall be a number Director and shall be Chairman of directors equal the Board. In addition, so long as Xxxxxx and his Affiliates and members of his Immediate Family hold in the aggregate 20% or more of the outstanding Shares of Common Stock on an As-Converted Basis, Xxxxxx shall have the right to designate all of the Directors other than any Director designated by Highbridge pursuant to Section 6(b). (d) The Company shall take all Necessary Action to cause the individuals designated in accordance with Sections 6(b) and 6(c) to be elected to the greater Board, including without limitation soliciting proxies in favor thereof if proxies are solicited for the election of Directors and, in connection with each meeting of the Stockholders at which directors of the Company are to be elected and any action by written consent to elect Directors, recommending that the Stockholders elect to the Board each such individual. (ie) At each election of Directors held after the date hereof (or each written consent in lieu thereof), each Holder (except as provided in Section 6(i)) agrees to vote all shares of Voting Stock of the Company entitled to vote in the election of Directors owned or held of record by such Holder, and to take any other Necessary Actions, to elect (or to execute such written consent consenting to the election of) the number individuals designated in accordance with Sections 6(b) and 6(c) as Directors. The voting agreements contained in this Section 6 are coupled with an interest and may not be revoked or amended except as set forth in this Agreement. (f) If Highbridge or Xxxxxx provides written notice to each other Holder entitled to vote in the election of directors Directors indicating that Yahoo would otherwise Highbridge or Xxxxxx, as applicable, desires to remove a Director previously designated by such Person pursuant to Section 6(b) or 6(c), then such Director shall be removed, and each Holder (except as provided in Section 6(i)) hereby agrees to vote all shares of Voting Stock of the Company owned or held of record by such Holder to effect such removal. Notwithstanding the foregoing, no Director designated by Highbridge shall be removed, with or without cause, without the prior written consent of Highbridge, and no Director designated by Xxxxxx shall be removed, with or without cause, without the prior written consent of Xxxxxx. (g) If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal (with or without cause) of a Director designated pursuant to Section 6(b) or 6(c), the Person who previously designated such Director shall be entitled to designate a replacement Director to fill such vacancy, and each Holder (except as of such date under this Agreement and (iiprovided in Section 6(i)) the number of directors that the Management Members are then entitled to vote in the election of Directors hereby agrees to vote all shares of Voting Stock of the Company owned or held of record by it for the individual designated to fill such vacancy by Highbridge or Xxxxxx, as applicable; provided, that such designee may not previously have been a Director who was removed for cause. (h) Notwithstanding the foregoing, this Section 6 confers upon Highbridge and Xxxxxx the right, but not the obligation, to designate as of Directors, and Highbridge or Xxxxxx may, at its option, elect not to exercise any such date right to designate Directors; provided that no election by Highbridge or Xxxxxx to refrain from exercising any such right shall in any way affect such right or any Holder’s obligations under this Agreement. Without limiting . (i) Notwithstanding anything herein to the generality contrary, the requirements to vote shares of Voting Stock of the requirements of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of Company contained in this Section 2.36 shall not apply to Oso + Toro Multi Strategy Fund Series Interests of the SALI Multi-Series Fund II 3(c)(1), including amending the Memorandum and Articles to increase L.P., Oso + Toro Multi Strategy Fund (Tax Exempt) Segregated Portfolio of SALI Multi-Series Fund SPC, Ltd. or decrease the numbers any of directors on the Board and electing or removing directorstheir Affiliates.

Board Composition. The Board shall initially be four, among which (i) one director shall be a person designated by Yahoo (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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 will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement, Yahoo shall have the right to designate a number of directors equal to the greater of (i) the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality of the requirements of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directors.

Board Composition. The (a) Until the closing of a Public Offering, each Unitholder will take all necessary or desirable actions within such Unitholder’s control (whether in such Person’s capacity as a Unitholder, Manager or officer or otherwise, and including attendance at meetings for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will take all necessary and desirable actions within its control, so that the Board shall initially be four, among which consists of nine Managers and includes: (i) five Managers (one director shall be a person designated by Yahoo of whom will serve as the initial chairman of the Board (the “Yahoo DesigneeChairman”), provided, that a second director shall be a person ) designated by Yahoo EGI, (so two directors in total shall be persons ii) one Manager designated by Yahoo) Ventas, so long as Ventas holds, directly or indirectly, at least 20% of its combined investment in the event SOFTBANK no longer has Company Group as of the right Effective Date, (iii) the Company Group’s initial chief executive officer until such Person ceases to be the Company Group’s chief executive officer, in which case such Person will be replaced by a Manager chosen by the Unitholders (excluding EGI and Ventas) holding a majority of the Class B Units (excluding the Class B Units held by EGI and Ventas), and (iv) two additional Managers, who may not be employees or other Affiliates of any Unitholder, designated by the Board. (b) A Manager will hold office until such Manager dies, retires, resigns or is removed in accordance with this Agreement. Only the Persons entitled to designate a director Manager pursuant to subclause (iiiSection 5.2(a) of this Section 2.3, may remove such Manager; provided, furtherhowever, Yahoo shall only have the right that (i) EGI may, in its sole discretion, remove any Manager designated pursuant to designate a director or directors for so long as Yahoo owns at least 37.5% of Section 5.2(a)(ii) if Ventas ceases to hold the number of the Equity Securities it owns as of the Closing Dateoutstanding Class B Units required under Section 5.2(a)(ii), (ii) two directors shall be persons Ventas will immediately replace any Manager designated by pursuant to Section 5.2(a)(ii) if such manager is the Management Members (each subject of a “Management Member Designee” and collectively, the “Management Member Designees”); provided, that in the event the Management Members, collectively, own less than 25% of the number of Equity Securities they own as of the Closing Date, 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, Removal Event and (iii) one director shall EGI may, in its sole discretion, remove any Manager designated pursuant to Section 5.2(a)(iii) or Section 5.2(a)(iv) if such Manager is the subject of a Removal Event. A Manager’s removal will be effective upon the Board’s receipt of written notice of such removal. If a person Manager ceases to serve as a member of the Board, then the Company will immediately fill the resulting vacancy with a replacement designated by SOFTBANK (the “SOFTBANK Designee”Persons entitled to designate such Manager pursuant to Section 5.2(a), provided, that SOFTBANK will no longer have the right . If a Person entitled to designate a director on Manager pursuant to Section 5.2(a) fails to designate a replacement Manager, then such Board seat will remain vacant until a replacement is designated by the Board Persons entitled to designate such Manager. (c) A Manager may resign at any time by giving written notice to the Chairman at the Company’s principal office. A Manager’s resignation will take effect upon the Company’s receipt of such Manager’s resignation notice or at such later time specified in the event it ceases to own at least 50% of the number of Equity Securities it owns resignation notice. If a Manager resigns effective as of a future date, a replacement Manager will be designated pursuant to Section 5.2(a), with such replacement to take effect when the Closing Dateresignation takes effect. (d) Each Manager is a “manager” as described in the Delaware Act. From and after the fifth anniversary of the date By execution of this Agreement, Yahoo shall have each Unitholder hereby approves by written consent the right appointment of the Persons initially designated pursuant to designate Section 5.2(a) as Managers, and this Agreement will serve as a number written consent in lieu of a meeting, as permitted under the Delaware Act and this Agreement, with respect to the election of Managers. (e) The Company will reimburse Managers for reasonable, documented direct out-of-pocket expenses incurred by them in the performance of their managerial duties, including expenses incurred in connection with attending Board meetings, Board committee meetings or any board or committee meetings of the board of directors equal to or equivalent governing body of any Company Subsidiary. Unless otherwise determined by the greater of Board, the Managers will serve without compensation for their Board service. (if) The Board will annually review the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality performance of the requirements Manager serving as Chairman and the constitution of Sections 2.1 any Board committees and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on make such changes thereto (if any) as the Board and electing or removing directorsdeems appropriate.

Board Composition. (a) The Company shall not, prior to the registration of the Common Stock owned by the Investor with the SEC, increase the size of its Board of Directors to more than five (5) members unless Mr. Joseph Tate decides to become a director in additixx xx xxx Investor's director nominee as described below, in which event the Board of Directors shall have no more than seven (7) members. The Board of Directors shall initially be fournominate one designee selected by the Investor for election to the Board of Directors at each annual meeting of the Company's shareholders, among which (i) one director and shall be a person designated by Yahoo (recommend the “Yahoo Designee”), election of such designee to the Company's shareholders; provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (ii) two directors shall be persons designated by the Management Members (each a “Management Member Designee” and collectively, the “Management Member Designees”); providedhowever, that in the event that Mr. Joseph Tate is designated by the Management MembersInvestor in addition to xxx xxxxx xxxxnee for nomination by the Board of Directors for election to the Board of Directors, collectivelythen the Board of Directors shall nominate two designees (one of which shall be Mr. Joseph Tate) selected by the Investor for election to txx Xxxxx xx Xxxectors at each annual meeting of the Company's shareholders, own and shall recommend the election of such designees to the Company's shareholders; provided further, however, that the Investor's designee(s) must be qualified to serve as a director of an issuer subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. (b) The Investor's right to nominate designees to the Company's Board of Directors pursuant to this Section 8.18 shall continue until such time as: (i) the Investor effectuates, in one or a series of transactions, a transfer of Common Stock owned by the Investor whereby the number of shares of Common Stock owned by the Investor after such transfer is less than 25% seventy-five percent (75%) of the number of Equity Securities they own as shares of the Closing Date, only one director shall be designated Common Stock owned by the Management Members and Investor before the Management Members transfer, at which time the Investor's right to nominate designees to the Company's Board of Directors will continue be reduced to have the right to designate at least nominate one director on (1) designee; or (ii) the Board as long as JM owns Investor effectuates, in one share or a series of Equity Security transactions, a transfer of shares of Common Stock whereby the Company, and number of shares of Common Stock owned by the Investor after the transfer is less than fifty percent (iii50%) one director shall be a person designated by SOFTBANK (the “SOFTBANK Designee”), provided, that SOFTBANK will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as shares of Common Stock owned by the Closing Date. From and after Investor before the fifth anniversary transfer, at which such time the Investor's right to nominate designees to the Company's Board of Directors will be eliminated; or (iii) the date of this Agreement, Yahoo Common Stock owned by the Investor shall have been registered with the right to designate a number of directors equal to the greater of (i) the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality of the requirements of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directorsSEC.

Board Composition. The From and after the date of this Agreement and until the provisions of this Section 2 cease to be effective, each Stockholder will vote all of such Stockholder's Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and will take all other necessary or desirable actions within such Stockholders control ((x) whether in such Stockholder's capacity as a voting trustee, stockholder, director, member of a board committee or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings, and (y) but excluding conversion of shares or exercise of options or warrants), and the Company will take all necessary and desirable actions within its control (including calling special meetings of the Board or any Sub Board or the stockholders of the Company or any Subsidiary), so that: (a) at an annual meeting of the stockholders of the Company to be held within 30 days after the date of this Agreement (or pursuant to written consent in lieu of such a meeting), and from time to time thereafter, subject to Section 2.1(j), the authorized number of directors comprising the Board will be established at five (5) directors; (b) at an annual meeting of the stockholders of the Company to be held within 30 days after the date of this Agreement (or pursuant to written consent in lieu of such a meeting), and from time to time thereafter, the following persons shall initially be four, among which elected to the Board: (i) one director representative designated by the holders of a majority of the Voting Trust Underlying Common Stock (the "Voting Trust Director"), who at any time shall not be an Affiliate of ABRY or ABRY/CIP (and by his execution and delivery of this Agreement, the Voting Trustee hereby designates Xxxxxxxx Xxxx Xxxxxx as the initial Voting Trust Director); (ii) one representative designated by the holders of a majority of the BFC Underlying Common Stock (the "BFC Director"), who initially shall be a person designated by Yahoo (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause Xxxxx Xxxxx; (iii) one representative designated by LRW (the "Executive Director"), who initially shall be LRW; (iv) one representative designated by the holders of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% majority of the number Endeavour Underlying Common Stock (the "Endeavour Director"), who initially shall be Xxxx xxx Xxxxxxxxx; and (v) one representative designated by the holders of a majority of the Equity Securities it owns as Snider Underlying Common Stock (the "Xxxxxx Director"); (c) the composition of the Closing Dateboard of directors of each of the Company's subsidiaries (a "Sub Board") will be the same as that of the Board (provided that, in addition to the individuals who are then members of the Board, from time to time as may be required by the articles or certificate of incorporation of Citadel the members of the board of directors of Citadel will also include up to two individuals elected by the holders of Exchangeable Preferred Stock as provided in such articles or certificate of incorporation); (d) any committees of the Board or a Sub Board will be created only upon the approval of a majority of the members of the Board; (e) the Company shall have a Compensation Committee and it will consist of three Board members, comprised of (i) the Voting Trust Director, (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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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 CompanyBFC Director, and (iii) one director shall be the Endeavour Director; (f) the removal from the Board or a person Sub Board (with or without cause) of any representative designated by SOFTBANK (the “SOFTBANK Designee”pursuant to Section 2.1(b)(i), provided2.1(b)(ii), that SOFTBANK 2.1(b)(iii), 2.1(b)(iv) or 2.1(b)(v) will no longer have be at the right written request of the Person(s) entitled to designate directors under each such respective provision, but only upon such written request and under no other circumstances; (g) in the event that any representative designated pursuant to Section 2.1(b)(i), 2.1(b)(ii), 2.1(b)(iii), 2.1(b)(iv), or 2.1(b)(v) for any reason ceases to serve as a director member of the Board or a Sub Board during his or her term of office, the resulting vacancy on the Board or the Sub Board will be filled by a representative designated by the Person(s) and in the event it ceases to own at least 50manner described in such respective Section; (h) for so long as LRW either is employed by the Company or holds not fewer than 5% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this AgreementStockholder Shares then outstanding, Yahoo he shall have the right to designate a number of directors equal to the greater of rights set forth in Section 2.1(b)(iii); (i) the number election of directors that Yahoo would otherwise be an individual to fill the directorship described in Section 2.1(b)(iii) if LRW is not entitled to designate as the individual to fill such directorship by reason of such date under this Agreement Section 2.1(h) thereafter will be accomplished in accordance with the Company's or the applicable Subsidiary's bylaws and applicable law; and (iij) notwithstanding Section 2.1(a), by action of the majority of the members of the Board, the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality members of the requirements Board may be increased by up to two (i.e., to seven (7)), and the election of Sections 2.1 individuals to occupy such additional Board seat(s), and 2.2to remove or replace any individual so elected, will be effected in accordance with the Shareholders Company's certificate of incorporation and Subordinate Shareholders will take all actions necessary by-laws and applicable law, each as in effect from time to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directorstime.

Board Composition. The (a) Subject to Section 3.1(c), until the Trigger Date, the Company Board shall initially consist of no more than thirteen (13) directors (or, in the event that an Executive Event has occurred, eleven (11) directors). Immediately following the Closing, the Company Board shall be four, among which comprised of (i) one seven (7) directors (or, in the event that an Executive Event has occurred, six (6) directors) designated by the Amneal Group Representative prior to the Closing (collectively, with any of their successors designated in accordance with Section 3.2(a) and Section 3.2(b) hereof and any additional director designated by the Amneal Group Representative pursuant to Section 3.1(c), the “Amneal Directors”) and (ii) five (5) directors designated by Impax prior to the Closing, who shall be a person designated by Yahoo (A) the Chief Executive Officer of Impax immediately prior to the Closing (the “Yahoo DesigneeImpax CEO Director”)) and (B) four (4) Company Independent Directors (selected by Impax from the Impax board of directors as of the date of the Transaction Agreement and including the chairman thereof) and (iii) if and only if an Executive Event has not occurred, provided, that a second director shall be a person designated by Yahoo Xxxxxx X. Xxxxxxx (so two the directors referred to in total shall be persons designated by Yahooclauses (ii) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause and (iii) of this sentence, collectively with their successors and any additional directors appointed or designated in accordance with Section 2.33.2(c) and Section 3.2(e), providedbeing referred to herein as the “Non-Amneal Directors”). (b) Immediately following the Closing, further, Yahoo shall only have the right to designate a director or directors and for so long as Yahoo owns at least 37.5% Amneal Group has beneficial ownership of more than fifty percent (50%) of the number outstanding shares of the Equity Securities it owns as of the Closing DateCompany Common Stock, (iii) 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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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 will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement, Yahoo Non-Amneal Directors shall have the right to designate a number the lead Independent Director of directors equal to the greater of (i) the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement Company Board, and (ii) the number Amneal Directors shall have the right to designate the Co-Chairmen of the Company Board. Immediately following the Closing, the Co-Chairmen of the Company Board shall be Xxxxxx Xxxxx and Xxxxxx Xxxxx, and the lead Independent Director shall be Xxxxxx X. Xxxx. (c) In the event that Amneal Group Transfers more than four percent (4%) of the outstanding shares of Company Common Stock to a Person or a group of Persons pursuant to a PIPE Transaction (such a Person or group of Persons, a “Qualifying Investor”) and, following such Transfer, Amneal Group continues to beneficially own more than fifty percent (50%) of the outstanding shares of the Company Common Stock, Amneal Group shall have a one-time right exercisable within one year following such transaction (the “Board Expansion Right”) to cause the Company to increase the size of the Company Board by two (2) directors and to fill the resulting vacancies with one new director designated by the Amneal Group Representative and one new director designated by such Qualifying Investor. To the extent requested by such Qualifying Investor, this Agreement shall be amended to provide such Qualifying Investor with the right to appoint a director to the Company Board for so long as such Qualifying Investor continues to beneficially own more than four percent (4%) of the outstanding shares of Company Common Stock (the “Ownership Threshold”). In addition to the foregoing, any Qualifying Investor may, for so long as it satisfies the Ownership Threshold and has not appointed a director to the Company Board, designate one (1) individual (an “Observer”) to attend all meetings of the Company Board and (subject to applicable listing requirements) any committee thereof in a non-voting, observer capacity subject to customary terms and conditions for a board observer; provided, however, that the Management Members are Observer shall be reasonably acceptable to the Nominating Committee of the Company Board. (d) In the event that Amneal Group Transfers more than five percent (5%) of the outstanding shares of Company Common Stock to a Qualifying Investor, and, immediately prior to or following such Transfer, Amneal Group beneficially owns less than fifty percent (50%) of the outstanding shares of the Company Common Stock (whether or not the Board Expansion Right pursuant to Section 3.1(c) has been exercised prior to such time), the Amneal Group Representative shall have a one-time right in connection with such transaction to cause the Company to replace any Exiting Amneal Director with a director designated by such Qualifying Investor. For purposes of this Section 3.1(d), an “Exiting Amneal Director” shall mean an Amneal Director that the Amneal Group Representative is no longer entitled to designate pursuant to Section 3.1(a) as a result of such date under Transfer. To the extent requested by such Qualifying Investor, this Agreement. Without limiting Agreement shall be amended to provide such Qualifying Investor with the generality right to appoint a director to the Company Board for so long as such Qualifying Investor continues to beneficially own more than five percent (5%) of the requirements outstanding shares of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directorsCompany Common Stock.

Board Composition. The Board shall initially be four, among which (i) one director shall be a person designated by Yahoo (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors Each party hereto agrees to vote all of such Stockholder’s shares of voting securities in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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, whether now owned or hereafter acquired or which such party may be empowered to vote, and to take such other action with respect thereto (iii) one director including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be a person designated by SOFTBANK (the “SOFTBANK Designee”), provided, that SOFTBANK will no longer have the right necessary to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement, Yahoo shall have the right to designate a number of directors equal to the greater of ensure (i) the number Board shall be comprised of directors that Yahoo would otherwise be entitled to designate six (6) individuals (except as of such date under this Agreement contemplated by Section 7.2), and (ii) that all of the number following Persons shall serve from time to time as directors of directors that the Company: (a) L. Xxxxxxx Xxxxxx, Xx. (provided he is an executive officer of the Company or owns any shares of capital stock of the Company); (b) one (1) individual designated by the holders of a majority in interest of the Common Stock held by the Management Members are entitled Holders, such individual to designate as be determined by the Management Holders following the date hereof; (c) two (2) individuals designated by the holders of such date under this Agreement. Without limiting the generality a majority in interest of the requirements shares of Sections 2.1 Common Stock purchased under the Purchase Agreement by the Investors (the “Preferred Directors”), which individuals shall initially be Xxxx Xxxxxxxxx and 2.2Xxxxx Xxxxxxx; (d) one (1) individual designated by L. Xxxxxxx Xxxxxx, Xx. and approved by holders of a majority in 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 March 3, 2011, the Shareholders and Subordinate Shareholders will take all actions necessary 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 effect the provisions consent of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers remaining members of directors on the Board (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 by the holders of a majority in interest of the Stock Units, such holders shall designate 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 (which list may include the first two 5th Directors previously rejected by the members of the Board), and electing or removing directorsa majority of the remaining members of the Board shall select the 5th Director from such list; and (e) Xxxxxxx X. Xxxxxxxx.

Board Composition. The (a) Until the closing of a Public Offering, each Unitholder will take all necessary or desirable actions within such Unitholder’s control (whether in such Person’s capacity as a Unitholder, Manager or officer or otherwise, and including attendance at meetings for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company will take all necessary and desirable actions within its control, so that the Board shall initially be four, among which consists of nine Managers and includes: (i) five Managers (one director shall be a person designated by Yahoo of whom will serve as the initial chairman of the Board (the “Yahoo DesigneeChairman”), provided, that a second director shall be a person ) designated by Yahoo XXX, (so two directors in total shall be persons ii) one Manager designated by Yahoo) Ventas, so long as Ventas holds, directly or indirectly, at least 20% of its combined investment in the event SOFTBANK no longer has Company Group as of the right Effective Date, (iii) the Company Group’s initial chief executive officer until such Person ceases to be the Company Group’s chief executive officer, in which case such Person will be replaced by a Manager chosen by the Unitholders (excluding EGI and Ventas) holding a majority of the Class B Units (excluding the Class B Units held by EGI and Ventas), and (iv) two additional Managers, who may not be employees or other Affiliates of any Unitholder, designated by the Board. (b) A Manager will hold office until such Manager dies, retires, resigns or is removed in accordance with this Agreement. Only the Persons entitled to designate a director Manager pursuant to subclause (iiiSection 5.2(a) of this Section 2.3, may remove such Manager; provided, furtherhowever, Yahoo shall only have the right that (i) EGI may, in its sole discretion, remove any Manager designated pursuant to designate a director or directors for so long as Yahoo owns at least 37.5% of Section 5.2(a)(ii) if Ventas ceases to hold the number of the Equity Securities it owns as of the Closing Dateoutstanding Class B Units required under Section 5.2(a)(ii), (ii) two directors shall be persons Ventas will immediately replace any Manager designated by pursuant to Section 5.2(a)(ii) if such manager is the Management Members (each subject of a “Management Member Designee” and collectively, the “Management Member Designees”); provided, that in the event the Management Members, collectively, own less than 25% of the number of Equity Securities they own as of the Closing Date, 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, Removal Event and (iii) one director shall EGI may, in its sole discretion, remove any Manager designated pursuant to Section 5.2(a)(iii) or Section 5.2(a)(iv) if such Manager is the subject of a Removal Event. A Manager’s removal will be effective upon the Board’s receipt of written notice of such removal. If a person Manager ceases to serve as a member of the Board, then the Company will immediately fill the resulting vacancy with a replacement designated by SOFTBANK (the “SOFTBANK Designee”Persons entitled to designate such Manager pursuant to Section 5.2(a), provided, that SOFTBANK will no longer have the right . If a Person entitled to designate a director on Manager pursuant to Section 5.2(a) fails to designate a replacement Manager, then such Board seat will remain vacant until a replacement is designated by the Board Persons entitled to designate such Manager. (c) A Manager may resign at any time by giving written notice to the Chairman at the Company’s principal office. A Manager’s resignation will take effect upon the Company’s receipt of such Manager’s resignation notice or at such later time specified in the event it ceases to own at least 50% of the number of Equity Securities it owns resignation notice. If a Manager resigns effective as of a future date, a replacement Manager will be designated pursuant to Section 5.2(a), with such replacement to take effect when the Closing Dateresignation takes effect. (d) Each Manager is a “manager” as described in the Delaware Act. From and after the fifth anniversary of the date By execution of this Agreement, Yahoo shall have each Unitholder hereby approves by written consent the right appointment of the Persons initially designated pursuant to designate Section 5.2(a) as Managers, and this Agreement will serve as a number written consent in lieu of a meeting, as permitted under the Delaware Act and this Agreement, with respect to the election of Managers. (e) The Company will reimburse Managers for reasonable, documented direct out-of-pocket expenses incurred by them in the performance of their managerial duties, including expenses incurred in connection with attending Board meetings, Board committee meetings or any board or committee meetings of the board of directors equal to or equivalent governing body of any Company Subsidiary. Unless otherwise determined by the greater of Board, the Managers will serve without compensation for their Board service. (if) The Board will annually review the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality performance of the requirements Manager serving as Chairman and the constitution of Sections 2.1 any Board committees and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on make such changes thereto (if any) as the Board and electing or removing directorsdeems appropriate.

Board Composition. The As of the Effective Date, the authorized number of Directors shall be established and maintained at seven (7) Directors. From and after the Effective Date and until the Full Vesting Date and the procurement of any required FCC approval, each Director shall be elected by a Majority-in-Interest of the Members. After the Full Vesting Date and the procurement of any required FCC approval, each Member shall vote all of his, her or its Common Units (and any other voting securities of the Company over which such Member has voting control) and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a Member, Director, or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special Board meetings and meetings of the Members), so that and the following persons shall initially be four, among which elected to the Board: (i) one director shall be a person two (2) representatives designated by Yahoo a Majority-in-Interest of the Keystone Investors (the “Yahoo DesigneeKeystone Directors”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in with Xxxxxx X. Xxxxxx and Xxxxx Xxxxxx Xxxxxxx serving as the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Dateinitial Keystone Directors, (ii) two directors shall be persons (2) representatives designated by a Majority-in- Interest of the Management Members Limitless Investors (each a “Management Member Designee” and collectively, the “Management Member DesigneesLimitless Directors”); , with Xxxxx Xxxxxx and Xxxx Xxxxx serving as the initial Limitless Directors, provided, that however, in the event Xxxxx Xxxxxx and/or Xxxx Xxxxx become an Economic Owner for any reason whatsoever, such individual shall no longer be entitled to serve as a Director and the Management Members, collectively, own less than 25% size of the number of Equity Securities they own as of the Closing Date, only one director Board 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 Companyreduced accordingly, and (iii) one director shall be a person three (3) representatives designated by SOFTBANK a Majority-in-Interest of the New Investors (the “SOFTBANK Designee”New Investor Directors"), providedwith Xxxxxxx X. Xxxxxx, that SOFTBANK will no longer have Xxxxx Xxxxx and Xxxxxxx Xxxx serving as the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement, Yahoo shall have the right to designate a number of directors equal to the greater of (i) the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality of the requirements of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directorsinitial New Investor Directors.

Board Composition. The Board shall initially be foura staggered board, among which and shall consist of five directors, (i) one director shall two of whom may be a person designated by Yahoo members of the Company’s management team (the “Yahoo DesigneeManagement Directors”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (ii) two directors Investor Directors and (iii) one additional director who shall not be a member of the Company’s management team (the “Independent Director”), in each case subject to qualification and other applicable requirements of the New Jersey Gaming Laws, which Board shall be persons designated by constituted no later than 30 days following the Management Members date of this Agreement (each a “Management Member Designee” and collectively, the “Management Member DesigneesBoard Constitution Date”); provided, that in the event Company shall have received by no later than ten days prior to the Management Members, collectively, own less than 25% Board Constitution Date the names of the number of Equity Securities they own as of the Closing Date, only one director shall individuals to be designated as Investor Directors by the Management Members and Holders in accordance with the Management Members will continue to have the right to designate at least one director on terms hereof or, if later, then the Board as long as JM owns one share of Equity Security of the Company, and (iii) one director Constitution Date shall be a person date that is no later than 10 days after the Holders (acting through the designated by SOFTBANK Holder Representative set forth in Section XVI hereof) shall have delivered to the Company the names of the individuals to be designated as Investor Directors. The Board shall be divided into (the “SOFTBANK Designee”i) Class I Directors (one director), provided, that SOFTBANK will no longer have to serve until the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth first anniversary of the date of this Agreement, Yahoo shall have the right to designate a number of directors equal to the greater of (i) the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) Class II Directors (two directors), to serve until the number second anniversary of directors that the date of this Agreement, and (iii) Class III Directors (two directors), to serve until the third anniversary of the date of this Agreement, in each case in accordance with the Bylaws until such director’s successor shall be duly elected, unless such director resigns, is removed or is otherwise disqualified from serving as a director of the Company. One of the Investor Directors shall be a Class I Director and the other Investor Director shall be a Class III Director. Xxxxx XxXxxxxxx, the Chief Executive Officer of the Company shall be a Class III Director, and the other Management Members are entitled to designate as Director and the Independent Director shall be a Class II Director. Notwithstanding the foregoing, the Board shall initially be comprised solely of Xxxxx XxXxxxxxx, until such date under this Agreement. Without limiting as the generality of the requirements of Sections 2.1 and 2.2Investor Directors, the Shareholders other Management Director and Subordinate Shareholders will take all actions necessary the Independent Director are appointed to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directorsin accordance with the terms hereof.

Board Composition. The Board To the fullest extent permitted by Applicable Law, each Stockholder shall initially be fourvote all voting securities (including all voting Shares) owned by such Stockholder or over which such Stockholder has voting control, among which and shall take all other reasonably necessary or desirable actions within his, her or its control (including in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall take all reasonably necessary or desirable actions within its control, to ensure that: (i) one director shall on each occasion when directors are nominated for election by the Company’s stockholders, the FTP Investors will be a person designated by Yahoo entitled to nominate three (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo3) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% members of the number Board of Directors of the Equity Securities it owns as Company, and each Stockholder shall vote all voting securities (including all voting Shares) owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its control, to elect to the Board each person so nominated by the FTP Investors (each member of the Closing DateBoard of Directors, (ii) two directors shall be persons designated by the Management Members (each a “Management Member DesigneeDirector” and and, collectively, the “Management Member DesigneesBoard”; each Director nominated by the FTP Investors, the “FTP Investor Nominees”, and upon election to the Board, the “FTP Investor Directors”); provided, however, that in after one-hundred and eighty (180) days from the event the Management Members, collectively, own less than 25% of the number of Equity Securities they own as of the Closing Date, only date hereof one director shall be designated (1) FTP Investor Director must satisfy any independence or other qualification requirements imposed by the Management Members Exchange Act or rules and regulations of any National Securities Exchange for audit committee purposes, to the Management Members will continue to have the right to designate at least one director extent applicable; and (ii) on the Board and 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 will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreementthe date hereof, Yahoo the Board shall have consist of seven (7) Directors, with three (3) of such Directors being FTP Investor Directors (which shall initially be Xxxxx Xxxxxx, Xxxxxx Xxxx and Xxxxxx Xxxxxx), one (1) such Director being the right to designate a number chief executive officer of the Company (which shall initially be Xxx Xxxxxxxxxxx Xxxxxxx) and three (3) of such Directors being independent directors equal satisfying the independence requirements imposed by the Exchange Act or any rules and regulations of any National Securities Exchange, to the greater of extent applicable, that are acceptable to the FTP Investors (i) the number of directors that Yahoo would otherwise which shall initially be entitled to designate as of such date under this Agreement Bruheim, Xxxxxx Xxxxxx and (ii) the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality of the requirements of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directorsXxxxxxxxxxx Xxxxxxx).

Board Composition. The Board shall initially be four, among which (i) one i)one director shall be a person designated by Yahoo (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause (iii) of iii)of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% of the number of the Equity Securities it owns as of the Closing Date, (ii) two 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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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 iii)one director shall be a person designated by SOFTBANK (the “SOFTBANK Designee”), provided, that SOFTBANK will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement, Yahoo shall have the right to designate a number of directors equal to the greater of (i) the i)the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement and (ii) the ii)the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality of the requirements of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directors.

Board Composition. The (a) Subject to Section 3.1(c), until the Trigger Date, the Company Board shall initially consist of no more than thirteen (13) directors (or, in the event that an Executive Event has occurred, eleven (11) directors). Immediately following the Closing, the Company Board shall be four, among which comprised of (i) one seven (7) directors (or, in the event that an Executive Event has occurred, six (6) directors) designated by the Amneal Group Representative prior to the Closing (collectively, with any of their successors designated in accordance with Section 3.2(a) and Section 3.2(b) hereof and any additional director designated by the Amneal Group Representative pursuant to Section 3.1(c), the “Amneal Directors”) and (ii) five (5) directors designated by Impax prior to the Closing, who shall be a person designated by Yahoo (A) the Chief Executive Officer of Impax immediately prior to the Closing (the “Yahoo DesigneeImpax CEO Director”)) and (B) four (4) Company Independent Directors (selected by Impax from the Impax board of directors as of the date of the Transaction Agreement and including the chairman thereof) and (iii) if and only if an Executive Event has not occurred, provided, that a second director shall be a person designated by Yahoo Xxxxxx X. Xxxxxxx (so two the directors referred to in total shall be persons designated by Yahooclauses (ii) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause and (iii) of this sentence, collectively with their successors and any additional directors appointed or designated in accordance with Section 2.33.2(c) and Section 3.2(e), providedbeing referred to herein as the “Non-Amneal Directors”). (b) Immediately following the Closing, further, Yahoo shall only have the right to designate a director or directors and for so long as Yahoo owns at least 37.5% Amneal Group has beneficial ownership of more than fifty percent (50%) of the number outstanding shares of the Equity Securities it owns as of the Closing DateCompany Common Stock, (iii) 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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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 will no longer have the right to designate a director on the Board in the event it ceases to own at least 50% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this Agreement, Yahoo Non-Amneal Directors shall have the right to designate a number the lead Independent Director of directors equal to the greater of (i) the number of directors that Yahoo would otherwise be entitled to designate as of such date under this Agreement Company Board, and (ii) the number Amneal Directors shall have the right to designate the Co-Chairmen of the Company Board. Immediately following the Closing, the Co-Chairmen of the Company Board shall be Xxxxxx Xxxxx and Xxxxxx Xxxxx, and the lead Independent Director shall be Xxxxxx X. Xxxx. (c) In the event that Amneal Group Transfers more than four percent (4%) of the outstanding shares of Company Common Stock to a Person or a group of Persons pursuant to a PIPE Transaction (such a Person or group of Persons, a “Qualifying Investor”) and, following such Transfer, Amneal Group continues to beneficially own more than fifty percent (50%) of the outstanding shares of the Company Common Stock, Amneal Group shall have a one-time right exercisable within one year following such transaction (the “Board Expansion Right”) to cause the Company to increase the size of the Company Board by two (2) directors and to fill the resulting vacancies with one new director designated by the Amneal Group Representative and one new director designated by such Qualifying Investor. To the extent requested by such Qualifying Investor, this Agreement shall be amended to provide such Qualifying Investor with the right to appoint a director to the Company Board for so long as such Qualifying Investor continues to beneficially own more than four percent (4%) of the outstanding shares of Company Common Stock (the “Ownership Threshold”). In addition to the foregoing, any Qualifying Investor may, for so long as it satisfies the Ownership Threshold and has not appointed a director to the Company Board, designate one (1) individual (an “Observer”) to attend all meetings of the Company Board and (subject to applicable listing requirements) any committee thereof in a non-voting, observer capacity subject to customary terms and conditions for a board observer; provided, however, that the Management Members are Observer shall be reasonably acceptable to the Nominating Committee of the Company Board. (d) In the event that Amneal Group Transfers more than five percent (5%) of the outstanding shares of Company Common Stock to a Qualifying Investor, and, immediately prior to or following such Transfer, Amneal Group beneficially owns less than fifty percent (50%) of the outstanding shares of the Company Common Stock (whether or not the Board Expansion Right pursuant to Section 3.1(c) has been exercised prior to such time), the Amneal Group Representative shall have a one-time right in connection with such transaction to cause the Company to replace any Exiting Amneal Director with a director designated by such Qualifying Investor. For purposes of this Section 3.1(d), an “Exiting Amneal Director” shall mean an Amneal Director that the Amneal Group Representative is no longer entitled to designate pursuant to Section 3.1(a) as a result of such date under Transfer. To Table of Contents the extent requested by such Qualifying Investor, this Agreement. Without limiting Agreement shall be amended to provide such Qualifying Investor with the generality right to appoint a director to the Company Board for so long as such Qualifying Investor continues to beneficially own more than five percent (5%) of the requirements outstanding shares of Sections 2.1 and 2.2, the Shareholders and Subordinate Shareholders will take all actions necessary to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directorsCompany Common Stock.

Board Composition. The From and after the date of this Agreement and until the provisions of this Section 2 cease to be effective, each Stockholder will vote all of such Stockholder's Stockholder Shares and any other voting securities of the Company over which such Stockholder has voting control and will take all other necessary or desirable actions within such Stockholders control ((x) whether in such Stockholder's capacity as a voting trustee, stockholder, director, member of a board committee or officer of the Company or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings, and (y) but excluding conversion of shares or exercise of options or warrants), and the Company will take all necessary and desirable actions within its control (including calling special meetings of the Board or any Sub Board or the stockholders of the Company or any Subsidiary), so that: (a) at an annual meeting of the stockholders of the Company to be held within 30 days after the date of this Agreement (or pursuant to written consent in lieu of such a meeting), and from time to time thereafter, subject to Section 2.1(j), the authorized number of directors comprising the Board will be established at five (5) directors; (b) at an annual meeting of the stockholders of the Company to be held within 30 days after the date of this Agreement (or pursuant to written consent in lieu of such a meeting), and from time to time thereafter, the following persons shall initially be four, among which elected to the Board: (i) one director representative designated by the holders of a majority of the Voting Trust Underlying Common Stock (the "Voting Trust Director"), who at any time shall not be an Affiliate of ABRY or ABRY/CIP (and by his execution and delivery of this Agreement, the Voting Trustee hereby designates Patrxxxx Xxxx Dennxx xx the initial Voting Trust Director); (ii) one representative designated by the holders of a majority of the BFC Underlying Common Stock (the "BFC Director"), who initially shall be a person designated by Yahoo (the “Yahoo Designee”), provided, that a second director shall be a person designated by Yahoo (so two directors in total shall be persons designated by Yahoo) in the event SOFTBANK no longer has the right to designate a director pursuant to subclause Scotx Xxxxx; (iii) one representative designated by LRW (the "Executive Director"), who initially shall be LRW; (iv) one representative designated by the holders of this Section 2.3, provided, further, Yahoo shall only have the right to designate a director or directors for so long as Yahoo owns at least 37.5% majority of the number Endeavour Underlying Common Stock (the "Endeavour Director"), who initially shall be John xxx Xxxxxxxxx; xxd (v) one representative designated by the holders of a majority of the Equity Securities it owns as Snider Underlying Common Stock (the "Snidxx Xxxector"); (c) the composition of the Closing Dateboard of directors of each of the Company's subsidiaries (a "Sub Board") will be the same as that of the Board (provided that, in addition to the individuals who are then members of the Board, from time to time as may be required by the articles or certificate of incorporation of Citadel the members of the board of directors of Citadel will also include up to two individuals elected by the holders of Exchangeable Preferred Stock as provided in such articles or certificate of incorporation); (d) any committees of the Board or a Sub Board will be created only upon the approval of a majority of the members of the Board; (e) the Company shall have a Compensation Committee and it will consist of three Board members, comprised of (i) the Voting Trust Director, (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 less than 25% of the number of Equity Securities they own as of the Closing Date, 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 CompanyBFC Director, and (iii) one director shall be the Endeavour Director; (f) the removal from the Board or a person Sub Board (with or without cause) of any representative designated by SOFTBANK (the “SOFTBANK Designee”pursuant to Section 2.1(b)(i), provided2.1(b)(ii), that SOFTBANK 2.1(b)(iii), 2.1(b)(iv) or 2.1(b)(v) will no longer have be at the right written request of the Person(s) entitled to designate directors under each such respective provision, but only upon such written request and under no other circumstances; (g) in the event that any representative designated pursuant to Section 2.1(b)(i), 2.1(b)(ii), 2.1(b)(iii), 2.1(b)(iv), or 2.1(b)(v) for any reason ceases to serve as a director member of the Board or a Sub Board during his or her term of office, the resulting vacancy on the Board or the Sub Board will be filled by a representative designated by the Person(s) and in the event it ceases to own at least 50manner described in such respective Section; (h) for so long as LRW either is employed by the Company or holds not fewer than 5% of the number of Equity Securities it owns as of the Closing Date. From and after the fifth anniversary of the date of this AgreementStockholder Shares then outstanding, Yahoo he shall have the right to designate a number of directors equal to the greater of rights set forth in Section 2.1(b)(iii); (i) the number election of directors that Yahoo would otherwise be an individual to fill the directorship described in Section 2.1(b)(iii) if LRW is not entitled to designate as the individual to fill such directorship by reason of such date under this Agreement Section 2.1(h) thereafter will be accomplished in accordance with the Company's or the applicable Subsidiary's bylaws and applicable law; and (iij) notwithstanding Section 2.1(a), by action of the majority of the members of the Board, the number of directors that the Management Members are entitled to designate as of such date under this Agreement. Without limiting the generality members of the requirements Board may be increased by up to two (i.e., to seven (7)), and the election of Sections 2.1 individuals to occupy such additional Board seat(s), and 2.2to remove or replace any individual so elected, will be effected in accordance with the Shareholders Company's certificate of incorporation and Subordinate Shareholders will take all actions necessary by-laws and applicable law, each as in effect from time to effect the provisions of this Section 2.3, including amending the Memorandum and Articles to increase or decrease the numbers of directors on the Board and electing or removing directorstime.