Common use of Board Members Clause in Contracts

Board Members. So long as Blue Ridge China or EI holds at least its Preferred Threshold Shares, the Company’s Board of Directors shall have no more than seven members and, provided that the Board of Directors consists of not less than three members, EI, so long as it holds at least its Preferred Threshold Shares, shall be entitled to designate one (1) individual, and Blue Ridge China, so long as it holds at least its Preferred Threshold Shares, shall be entitled to designate two (2) individuals (the three (3) such designees being collectively referred to herein as the “Preferred Directors”) to be elected to the Company’s Board of Directors at each annual meeting of the shareholders of the Company or at any special meeting at which directors are elected. The Shareholders hereby agree (i) to vote all of their Voting Shares (now owned or hereafter acquired) for the election of the Preferred Directors, and (ii) not to vote any of their Voting Shares (now owned or hereafter acquired) for the removal of the Preferred Directors. Each of Blue Ridge China and EI shall have the right to replace its designated Preferred Director(s) (with or without cause, or if such director ceases to be a member of the Board of Directors by reason of death, disability or for any other reason) at any time upon written notice to the Company, and the Shareholders hereby agree to vote all of their Voting Shares (now owned or hereafter acquired) for the election of any such replacement so designated by Blue Ridge China or EI, as the case may be. The Company shall reimburse the Preferred Directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors. The Preferred Directors shall also receive an annual director’s fee equal to the fee (if any) paid to other outside directors of the Company. Notwithstanding anything to the contrary contained herein, Blue Ridge China shall be permitted to take the actions set forth in that certain letter agreement, attached hereto as Exhibit B (the “Letter Agreement”), dated as of the date of the Shareholders Agreement, by and between the Company and Blue Ridge China with respect to one of the two individuals to be designated as a Preferred Director by Blue Ridge China hereunder. Pursuant to and in accordance with the terms of the Letter Agreement, the Company shall notify Blue Ridge China in writing promptly following the expiration or early termination of the Applicable Period (as defined in the Letter Agreement). Each of the Company and the Management Shareholders hereby agree that they shall promptly exercise their respective contractual rights and take all other actions reasonably requested by Blue Ridge China to forthwith cause the removal of the Note Holder Nominee (as defined in the Letter Agreement) if such nominee does not immediately resign upon expiration or early termination of the Applicable Period.

Board Members. So long as Blue Ridge China or EI holds at least its Preferred Threshold Shares(a) Upon execution of this Agreement, the Company’s Board number of Directors shall have no more than seven members and, provided that of the Board of Directors consists of not less than the Corporation shall be confirmed by a resolution of the Board of Directors of the Corporation to be three members, EI, . Subject to the limitations set forth herein until the fifth anniversary of the Merger and so long as it holds at least its Preferred Threshold SharesDungavel directly or indirectly owns or has the right to acquire an aggregate of 2.5% or more of the issued and outstanding shares of Common Stock (subject to proportionate adjustment for any change in the capitalization of the Corporation, shall be entitled including but not limited to designate one (1) individualstock splits, stock dividends and Blue Ridge Chinastock combinations occurring after the date of Merger), so long as it holds at least its Preferred Threshold Shares, shall be entitled to designate two (2) individuals (regardless of the three (3) such designees being collectively referred to herein as the “Preferred Directors”) date acquired or to be elected to the Company’s Board of Directors at each annual meeting of the shareholders of the Company or at any special meeting at which directors are elected. The Shareholders hereby agree (i) to vote all of their Voting Shares (now owned or hereafter acquired) for the election of the Preferred Directors, and (ii) not to vote any of their Voting Shares (now owned or hereafter acquired) for the removal of the Preferred Directors. Each of Blue Ridge China and EI Dungavel shall have the right to replace its designated Preferred Director(s) (with or without cause, or if such director ceases to be designate one person as a member of the Board of Directors by reason ("Dungavel Member"). So long as Dungavel has the right to designate one member of deaththe Board of Directors, disability the Corporation will take all such action as is necessary to have the person nominated and elected a director or create a vacancy on the Board of Directors and appoint such person to fill the vacancy. (b) To provide more fully for any other reason) at any time upon written notice the enforcement of the right of Dungavel to have an appointee of Dungavel as a director of the CompanyCorporation, so long as Dungavel has the right set forth in Section 4(a), each of Joann and the Shareholders Scott, hereby agree to vote all any shares of their Voting Shares (now owned Common Stock or hereafter acquired) any othxx xxting securities of the Corporation that have the right to vote either as owner or having the power to vote for any other reason in the election of directors of the Corporation for any designee of Dungavel. Each of Joann and Scott agree that if they do not vote any securities of the Corporxxxxx over which they have ownership or the right to vote for the designee of Dungavel, then Dungavel shall have the right to vote all of these securities as their proxy, such replacement so designated by Blue Ridge China proxy being coupled with an interest as herein set forth for such designee, and if necessary, Dungavel also may seek any and all relief at law or EIequity, including but not limited to injunctive relief, as it may determine so as to obtain the case full benefit of this right. (c) For so long as Dungavel has the right to one member of the Board of Directors, the Corporation agrees that it will not take any action that either increases or decreases the full number of directors on the Board of Directors as provided in Section 4(a) without the written consent of Dungavel, which consent may be. The Company be with held for any reason by Dungavel as it decides in its sole discretion. (d) Upon submission to the Corporation of itemized receipts therefore, the Dungavel Member shall reimburse be entitled to reimbursement by the Preferred Directors Corporation for all reasonable and required out-of-pocket travel related expenses incurred in connection with their attendance at attending meetings of the Board of Directors. The Preferred Directors shall also receive an annual director’s fee equal and for activities undertaken pursuant to the fee (if any) paid to other outside directors of the Company. Notwithstanding anything to the contrary contained herein, Blue Ridge China shall be permitted to take the actions set forth in that certain letter agreement, attached hereto as Exhibit B (the “Letter Agreement”), dated as of the date of the Shareholders Agreement, by and between the Company and Blue Ridge China with respect to one of the two individuals to be designated as a Preferred Director by Blue Ridge China hereunder. Pursuant to and in accordance with the terms of the Letter Agreement, the Company shall notify Blue Ridge China in writing promptly following the expiration or early termination of the Applicable Period (as defined in the Letter Agreement). Each of the Company and the Management Shareholders hereby agree that they shall promptly exercise their respective contractual rights and take all other actions reasonably requested by Blue Ridge China to forthwith cause the removal of the Note Holder Nominee (as defined in the Letter Agreement) if such nominee does not immediately resign upon expiration or early termination of the Applicable Periodboard approval.

Board Members. So long Each of the Investor Stockholders and Management Stockholders, severally and not jointly, agrees with the Company to take all Necessary Action to cause (a) the Company Board to be comprised of a number of directors as Blue Ridge China agreed by the Getty Family Stockholders, Kxxx Stockholders and the Sponsor Stockholders in accordance with the rights set forth herein and (b) those individuals to be nominated in accordance with this Section 3, initially (i) three (3) of whom have been or EI holds at least its Preferred Threshold Shareswill be nominated by the Getty Family Nominator, and thereafter nominated pursuant to Section 3.3(a) or Section 3.5 of this Agreement (each, a “Getty Family Director”), (ii) two (2) of whom have been or will be nominated by the Company’s Board Kxxx Stockholders, and thereafter nominated pursuant to Section 3.3(b) or Section 3.5 of Directors shall have no more than seven members andthis Agreement (each, provided that the Board of Directors consists of not less than three membersa “Kxxx Director”), EI, so long as it holds at least its Preferred Threshold Shares, shall be entitled to designate (iii) one (1) individual, of whom have been or will be nominated by the Sponsor Nominator (on behalf of the Sponsor Stockholders) and Blue Ridge China, so long as it holds at least its Preferred Threshold Shares, shall be entitled thereafter designated pursuant to designate two (2Section 3.3(c) individuals or Section 3.5 of this Agreement (the three “Sponsor Director”), (3iv) such designees being collectively referred to herein as the “Preferred Directors”) to be elected to the Company’s Board Chief Executive Officer of Directors at each annual meeting of the shareholders of the Company or at any special meeting at which directors are elected. The Shareholders hereby agree (i) to vote all of their Voting Shares (now owned or hereafter acquired) for the election of the Preferred Directors, and (ii) not to vote any of their Voting Shares (now owned or hereafter acquired) for the removal of the Preferred Directors. Each of Blue Ridge China and EI shall have the right to replace its designated Preferred Director(s) (with or without cause, or if such director ceases to be a member of the Board of Directors by reason of death, disability or for any other reason) at any time upon written notice to the Company, and the Shareholders hereby agree to vote all of their Voting Shares (now owned or hereafter acquired) for the election of any such replacement so designated by Blue Ridge China or EI, as the case may be. The Company shall reimburse the Preferred Directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors. The Preferred Directors shall also receive an annual director’s fee equal to the fee (if any) paid to other outside directors of the Company. Notwithstanding anything to the contrary contained herein, Blue Ridge China shall be permitted to take the actions set forth in that certain letter agreement, attached hereto as Exhibit B initially Cxxxx Xxxxxx (the “Letter AgreementCEO Director”) and (v) a number of independent directors sufficient to comply with the requisite independence requirements of the New York Stock Exchange (“NYSE”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”), dated which such directors as of the date of the Shareholders Agreement, by and between the Company and Blue Ridge China with respect to one of the two individuals to be designated as a Preferred Director by Blue Ridge China hereunder. Pursuant to and in accordance with the terms of the Letter Agreement, the Company shall notify Blue Ridge China in writing promptly following the expiration or early termination of the Applicable Period Effective Date (as defined in the Letter Agreement)Certificate of Incorporation) shall initially be selected and mutually agreed by the Getty Family Nominator, the Kxxx Stockholders and the Sponsor Nominator. Each of the Company Getty Family Stockholders, the Kxxx Stockholders and the Management Shareholders hereby agree that they shall promptly exercise their respective contractual rights Sponsor Stockholders, severally and not jointly, agrees with the Company to take all other actions reasonably requested by Blue Ridge China Necessary Action to forthwith cause the removal foregoing directors to be divided into three classes of directors, with each class serving for staggered three year-terms as follows: (a) the Class I Directors shall include: one (1) Getty Family Director; (b) the Class II Directors shall include: one (1) Getty Family Director, one (1) Kxxx Director and one (1) Sponsor Director; (c) the Class III Directors shall include: one (1) Getty Family Director and one (1) Kxxx Director. (a) The initial term of the Note Holder Nominee (as defined in Class I Directors shall expire immediately following the Letter Agreement) if such nominee does not immediately resign upon expiration or early termination Company’s 2023 annual meeting of stockholders at which Directors are elected. The initial term of the Applicable PeriodClass II Directors shall expire immediately following the Company’s 2024 annual meeting of stockholders at which Directors are elected. The initial term of the Class III Directors shall expire immediately following the Company’s 2025 annual meeting at which Directors are elected. Until the date that is immediately following the Company’s 2025 annual meeting of stockholders at which Directors are elected, the appointment of any independent director and any increase of the size of the Board shall require the consent of the Getty Family Stockholders, the Kxxx Stockholders and the Sponsor Stockholders; provided that (i) the consent of the Getty Family Stockholders and Kxxx Stockholders, as applicable, shall not be required following such date as the Getty Family Stockholders and Kxxx Stockholders, respectively, cease to Beneficially Own at least five percent (5)% of the total Company Shares and (ii) the consent of the Sponsor Stockholders shall not be required following such date as the Sponsor Stockholders cease to Beneficially Own at least 7,674,000 Company Shares, as adjusted for stock splits, stock combinations, and the like.

Board Members. So long as Blue Ridge China or EI holds at least its Preferred Threshold Shares, the Company’s Board (a) The composition of Directors shall have no more than seven members and, provided that the Board of Directors consists of not less than three members, EI, shall be as follows: (i) for so long as it holds at least its Preferred Threshold SharesXxxxxxx Xxxxxx remains employed by the Company and desires to serve on the Board, shall be entitled Xxxxxxx Xxxxxx; (ii) for so long as Xxxxxxxxx Xxxxx remains employed by the Company and desires to designate serve on the Board, Xxxxxxxxx Xxxxx; and (iii) one (1) individual, and Blue Ridge China, so long as it holds at least its Preferred Threshold Shares, shall be entitled to designate two (2) individuals director designated by Tulco (the three “Tulco Director”), who shall initially be Xxxx Xxxxxx Xxxxxxxx. (3b) such designees being collectively referred to herein as On the “Preferred Directors”) to be elected to date on which a Founder’s employment with the Company’s Board of Directors at each annual meeting of the shareholders of Company is terminated by the Company or at by such Founder for any special meeting at which directors are elected. The Shareholders hereby agree reason, such Founder shall resign from the Board and if such Founder fails to do so, each Holder agrees to take all Necessary Actions to remove such Founder from the Board. (ic) At such time that there is any vacancy with respect to vote all of their Voting Shares (now owned a Board seat previously held by a Founder, whether due to such Founder no longer being employed by the Company, such Founder’s resignation or hereafter acquired) for removal from the election of the Preferred Directors, and (ii) not to vote any of their Voting Shares (now owned or hereafter acquired) for the removal of the Preferred Directors. Each of Blue Ridge China and EI shall have the right to replace its designated Preferred Director(s) (with or without causeBoard, or if such director ceases to be a member of the Board of Directors by reason of death, disability or for any other reason, and provided that at such time the other Founder continues to serve on the Board (the “Remaining Founder Director”), then such vacancy shall be filled by a Person unanimously approved by both the Tulco Director and the Remaining Founder Director. (d) at At such time that there is any time upon written notice vacancy with respect to a Board seat previously held by a Founder, whether due to such Founder no longer being employed by the Company, such Founder’s resignation or removal from the Board, or any other reason, and at such time neither Founder is then serving on the Shareholders hereby agree to vote all of their Voting Shares (now owned or hereafter acquired) for the election of any Board, then such replacement so vacancy shall be filled by a Person designated by Blue Ridge China or EI, as the case may be. The Company shall reimburse the Preferred Directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors. The Preferred Directors shall also receive an annual director’s fee equal to the fee Tulco Director. (if anye) paid to other outside directors of the Company. Notwithstanding anything to the contrary contained herein, Blue Ridge China shall be permitted to take the actions set forth in At such time that certain letter agreement, attached hereto as Exhibit B (the “Letter Agreement”), dated as of the date of the Shareholders Agreement, by and between the Company and Blue Ridge China there is any vacancy with respect to one of a Board seat held by the two individuals Tulco Director, whether due to such Tulco Director’s resignation or removal from the Board, or any other reason, then such vacancy shall be filled by a Person designated as a Preferred Director by Blue Ridge China hereunder. Pursuant to Tulco (and in accordance with such Person shall thereby become the terms of the Letter Agreement, the Company shall notify Blue Ridge China in writing promptly following the expiration or early termination of the Applicable Period (as defined in the Letter Agreement“Tulco Director”). Each of the Company and the Management Shareholders hereby agree that they shall promptly exercise their respective contractual rights and take all other actions reasonably requested by Blue Ridge China to forthwith cause the removal of the Note Holder Nominee (as defined in the Letter Agreement) if such nominee does not immediately resign upon expiration or early termination of the Applicable Period.