Common use of Board Nomination Rights Clause in Contracts

Board Nomination Rights. (a) From the Effective Date, Turing EquityCo shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-election, the number of Nominees (as defined below) serving as Directors of the Company will be equal to: (i) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing 50% or more of the total voting power of the Total Outstanding Securities (as defined below) as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors (as defined below); (ii) if the Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 40% (but less than 50%) of the total voting power of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 30% (but less than 40%) of the total voting power of Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 20% (but less than 30%) of the total voting power of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 10% (but less than 20%) of the total voting power of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “Nominee”).

Board Nomination Rights. (a) From The Company agrees to appoint Xxxx Xxxxxx to the Effective Date, Turing EquityCo Board of Directors as the initial Purchaser Designee effective as of the Closing by taking all necessary action to increase the size of the Board of Directors unless there otherwise is a vacancy in the Board of Directors and in either event filling the vacancy thereby created with Xxxx Xxxxxx. The Company agrees that the Purchaser shall have the right, but not the obligation, right to designate, and the nominate at each meeting or action by written consent at which individuals nominated for election as Directors by or at the direction will be elected members of the Board or a duly-authorized committee thereof shall include, of Directors a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction nominees of the Board or a duly authorized committee Purchaser equal to the product of: (x) the percentage of the Board, outstanding Common Stock Beneficially Owned by the Purchaser and its Affiliates as a Director and taking into account any Director continuing to serve without of the need close of business on the tenth Business Day preceding the filing with the SEC of the Company’s proxy statement or information statement for re-election, such director election multiplied by (y) the number of Nominees directors comprising the Board of Directors; provided, however, except as provided in the following parenthetical, that such product shall be rounded to the nearest whole number of directors following such election (for the avoidance of doubt, Purchaser shall have a right to nominate a member to the Board of Directors if and only so long as the Purchaser and its Affiliates do not fall below the Minimum Ownership Threshold (as defined below) serving at any point in time). Notwithstanding the foregoing, the Purchaser shall (A) not have a right to nominate any member to the Board of Directors from and after such time as Directors of the Company will be equal to: (i) if Turing EquityCo Purchaser and its Affiliates collectively Beneficially Own shares of Common Stock representing 50% or more of the total voting power of the Total Outstanding Securities (as defined below) as of the record date for such meeting, the lowest whole number that is greater less than 50% of the Total Number number of Directors (as defined below); (ii) if outstanding shares of Company Common Stock Beneficially Owned by the Turing EquityCo Purchaser and its Affiliates collectively Beneficially Own shares of immediately following the Closing (as equitably adjusted for any stock split, reverse stock split, recapitalization or similar event with respect to the Company Common Stock representing at least 40% Stock) (but less than 50%) of the total voting power of the Total Outstanding Securities as of the record date for such meeting“Minimum Ownership Threshold”), the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 30% (but less than 40%) of the total voting power of Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 20% (but less than 30%) of the total voting power of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (vB) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 10% in no event have the right to nominate more than two (but less than 20%2) of the total voting power of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “Nominee”)directors.

Board Nomination Rights. (a) From 6.2.1 The Company covenants and agrees with Sponsor that, on and after the Effective Closing Date, Turing EquityCo at every meeting of the Board, or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, Sponsor, together with its Affiliates, shall have the right, but not the obligation, to designate, and the individuals nominated designate for appointment or nomination for election to the Board, as Directors by or at the direction of the Board or a duly-authorized committee thereof shall includeapplicable, a number of individuals representatives equal to (such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-electionpersons, the number of Nominees (as defined below) serving as Directors of the Company will be equal to: “Sponsor Designees”): (i) if Turing EquityCo and four (4) directors so long as Sponsor (together with its Affiliates collectively Affiliates) Beneficially Own shares of Common Stock representing 50% or more of the total voting power of the Total Outstanding Securities (as defined below) as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors (as defined below); (ii) if the Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing Owns at least 40% forty percent (but less than 50%) of the total voting power of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 30% (but less than 40%) of the total voting power of Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directorsthen outstanding Common Stock; (ivii) if Turing EquityCo and three (3) directors so long as Sponsor (together with its Affiliates collectively Affiliates) Beneficially Own shares of Common Stock representing Owns at least 20% thirty percent (but less than 30%) of the total voting power of the Total Outstanding Securities then outstanding Common Stock; (iii) two (2) directors so long as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and Sponsor (vtogether with its Affiliates) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing Owns at least 10% twenty percent (but less than 20%) of the total voting power then outstanding Common Stock; (iv) one (1) director so long as Sponsor (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the Total Outstanding Securities as then outstanding Common Stock. Commencing on the first date on which Sponsor (together with its Affiliates) Beneficially Owns less than ten percent (10%) of the record date then outstanding Common Stock, Sponsor will no longer have any rights to designate any directors for such meetingappointment or nomination for election to the Board by the Company or the Board; provided, however, that so long as Sponsor (together with its Affiliates) Beneficially Owns at least five percent (5%) of the then outstanding Common Stock, Sponsor shall have the right, but not the obligation, to appoint one (1) Board observer. At the Closing Date, the lowest whole number initial Sponsor directors shall be [●], [●], [●] and [●]1 (such number always being equal the “Initial Sponsor Nominees”). At all times at least one Sponsor director must be qualified to or greater than one) that is greater than 10% serve as a member of the Total Number Company’s audit committee and be independent under the NYSE listing standards and in accordance with the requirements of Directors (in each case, each such person a “Nominee”)Rule 10A-3 under the Securities Exchange Act of 1934.

Board Nomination Rights. (a) From 6.2.1 The Company covenants and agrees with Sponsor that, on and after the Effective Closing Date, Turing EquityCo at every meeting of the Board, or a committee thereof, for which directors of the Company are appointed by the Board or are nominated to stand for election by stockholders of the Company, Sponsor, together with its Affiliates, shall have the right, but not the obligation, to designate, and the individuals nominated designate for appointment or nomination for election to the Board, as Directors by or at the direction of the Board or a duly-authorized committee thereof shall includeapplicable, a number of individuals representatives equal to (such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-electionpersons, the number of Nominees (as defined below) serving as Directors of the Company will be equal to: “Sponsor Designees”): (i) if Turing EquityCo and four (4) directors so long as Sponsor (together with its Affiliates collectively Affiliates) Beneficially Own shares of Common Stock representing 50% or more of the total voting power of the Total Outstanding Securities (as defined below) as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors (as defined below); (ii) if the Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing Owns at least 40% forty percent (but less than 50%) of the total voting power of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 30% (but less than 40%) of the total voting power of Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directorsthen outstanding Common Stock; (ivii) if Turing EquityCo and three (3) directors so long as Sponsor (together with its Affiliates collectively Affiliates) Beneficially Own shares of Common Stock representing Owns at least 20% thirty percent (but less than 30%) of the total voting power of the Total Outstanding Securities then outstanding Common Stock; (iii) two (2) directors so long as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and Sponsor (vtogether with its Affiliates) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing Owns at least 10% twenty percent (but less than 20%) of the total voting power then outstanding Common Stock; (iv) one (1) director so long as Sponsor (together with its Affiliates) Beneficially Owns at least ten percent (10%) of the Total Outstanding Securities as then outstanding Common Stock. Commencing on the first date on which Sponsor (together with its Affiliates) Beneficially Owns less than ten percent (10%) of the record date then outstanding Common Stock, Sponsor will no longer have any rights to designate any directors for such meetingappointment or nomination for election to the Board by the Company or the Board; provided, however, that so long as Sponsor (together with its Affiliates) Beneficially Owns at least five percent (5%) of the then outstanding Common Stock, Sponsor shall have the right, but not the obligation, to appoint one (1) Board observer. At the Closing Date, the lowest whole number initial Sponsor directors shall be Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxxx and Xxxx Xxxxxxxxx (such number always being equal the “Initial Sponsor Nominees”). At all times at least one Sponsor director must be qualified to or greater than one) that is greater than 10% serve as a member of the Total Number Company’s audit committee and be independent under the NYSE listing standards and in accordance with the requirements of Directors (in each case, each such person a “Nominee”)Rule 10A-3 under the Securities Exchange Act of 1934.

Board Nomination Rights. (i) Upon the written request of the Majority Xxxxxx Investors to the Company at any time and from time to time after the consummation of a Qualified Public Offering (which written request shall (x) reference this Section 1G, (y) specify the name of each individual to be nominated to the Board as a Xxxxxx Director and (z) demand that the Company comply with its obligations to nominate individuals to the Board as directed by the Majority Xxxxxx Investors pursuant to this Section 1G), (a) From at any time that the Effective DateXxxxxx Investors hold at least 30% of the outstanding shares of Common Stock, Turing EquityCo the Majority Xxxxxx Investors shall have the right, but not the obligation, right to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, nominate a number of individuals such that, upon the for election of each such individual, and each other individual nominated by or at the direction of to the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-election, the number of Nominees (as defined below) serving as Directors of the Company will be equal to: (i) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing 50% or more of the total voting power of the Total Outstanding Securities (as defined below) as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors (as defined below); (ii) if the Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 40% (but not less than 50%) of the total voting power of the Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors (rounded up to the nearest whole number) shall be Xxxxxx Directors; , (iiib) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at least 30% (but less than 40%) of any time that the total voting power of Total Outstanding Securities as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing Xxxxxx Investors hold at least 20% (but less than 30%) of the total voting power outstanding shares of the Total Outstanding Securities as of the record date for such meetingCommon Stock, the lowest whole Majority Xxxxxx Investors shall have the right to nominate a number of individuals for election to the Board such that is greater not less than 2030% of the Total Number of Directors (rounded up to the nearest whole number) shall be Xxxxxx Directors; and , (vc) if Turing EquityCo and its Affiliates collectively Beneficially Own shares of Common Stock representing at any time that the Xxxxxx Investors hold at least 10% (but less than 20%) of the total voting power outstanding shares of Common Stock, the Majority Xxxxxx Investors shall have the right to nominate a number of individuals for election to the Board such that not less than 20% of the Total Outstanding Securities as Directors (rounded up to the nearest whole number) shall be Xxxxxx Directors, and (d) at any time that the Xxxxxx Investors hold at least 2% (but less than 10%) of the record date for such meetingoutstanding shares of Common Stock, the lowest whole Majority Xxxxxx Investors shall have the right to nominate a number (of individuals for election to the Board such number always being equal to or greater than one) that is greater not less than 10% of the Total Number of Directors (in each caserounded up to the nearest whole number) shall be Xxxxxx Directors. If an individual designated by the Majority Xxxxxx Investors for nomination for election to the Board pursuant to this Section 1G is not nominated or elected to the Board because of such individual’s death, each withdrawal or disqualification or for any other reason is unavailable or unable to serve on the Board, then the Majority Xxxxxx Investors shall have the right to designate another representative to be nominated for election to the Board and the applicable Board seat shall not be filled pending such person designation. If any vacancy results from the death, resignation, disqualification, removal or any other cause of a “Nominee”)Xxxxxx Director, then the Majority Xxxxxx Investors shall have the right to cause the Board to fill such vacancy with an individual nominated by the Majority Xxxxxx Investors.