Common use of Board Nominations Clause in Contracts

Board Nominations. (i) UCP shall (A) increase the authorized number of directors on the UCP Board from six to seven, effective as of immediately prior to the 2017 Annual Meeting and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx (the “Director Nominees”) as the slate of directors to be elected at the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders (subject to Section 1(b) below). The Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information that is required to be disclosed for candidates for directors in a proxy statement and similar documents under the securities laws applicable to UCP and/or the rules and regulations of the New York Stock Exchange. Furthermore, the Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has agreed, upon election as a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors. (ii) The UCP Board shall recommend, and UCP shall support and solicit proxies for, the election of each of the Director Nominees, at the 2017 Annual Meeting. (iii) Except as otherwise contemplated by Section 1(a)(i) above, at any time prior to the 2017 Annual Meeting, UCP shall not increase or decrease the authorized number of directors on the UCP Board. (iv) Promptly following the election of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at the 2017 Annual Meeting, the UCP Board shall appoint Xx. Xxxxxx as a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Board.

Board Nominations. (a) As promptly as practicable following the date of this Agreement (but in no event later than five (5) days following the date of this Agreement), the Nominating and Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of the Company and the Board shall take all necessary actions to: (i) UCP promptly increase the size of the Board’s membership by two (2) director seats and appoint Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxx (the “New Directors”) each to serve as a director of the Board until such New Director’s successor is duly elected or appointed in accordance with the Company’s Bylaws (the “Bylaws”) and applicable law; (ii) include each New Director (or any Replacement (as defined below)) on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) and any special meeting of stockholders that occurs during the Standstill Period (as defined below); and At the 2020 Annual Meeting and any special meeting of stockholders that occurs during the Standstill Period, the Company agrees to recommend, support and solicit proxies for the election of the New Directors and their Replacements in the same historic manner in which the Company has supported its nominees for election at prior annual meetings of stockholders at which the election of directors was uncontested. (a) No later than (i) May 1, 2020 or (ii) the earlier first meeting of the applicable Board committee after the date of this Agreement, the Nominating Committee and the Board shall take all necessary action to appoint one or both of the New Directors (or any Replacement) to each of the three standing committees of the Board: the Audit Committee, Compensation Committee, and Nominating Committee such that the New Directors and their Replacements, if any, shall constitute at least one-fourth of the members of each such committee during the Standstill Period. (b) The AREX Parties acknowledge that the policies and procedures in effect as of April 15, 2020 or adopted by the Board after the New Directors have been seated as directors, and applicable to all other directors (the “Company Policies”) will be applicable to the New Directors during their term(s) of service. (c) During the Standstill Period, neither the Board nor any committee of the Board shall modify the size of the Board from seven directors without the unanimous approval of the Board. (d) The Board and all applicable committees of the Board shall take all necessary actions to ensure that during the Standstill Period, the New Directors and their Replacements shall constitute at least one-fourth of the members of any non-standing committee in place as of the date of this Agreement and any new committee of the Board that may be established after the date hereof; and, without limiting the foregoing, the Board shall give each of the New Directors and their Replacements the same due consideration for membership to any non- standing or new committee of the Board as any other non-management director. (e) During the Standstill Period, the Company shall not amend its organizational documents, adopt any new Company Policies, amend any existing Company Policies or take any other similar action to frustrate the purpose of this Agreement. (f) Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law. (g) If, from the date of appointment until the Termination Date (as defined below), Xx. Xxxxxxxxx (or a Replacement) is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director, then (A) increase the authorized number AREX Parties shall have the right to propose three persons as candidates (each an “AREX Candidate”) to be a replacement director (a “Replacement”) to fill the resulting vacancy and each AREX Candidate shall be a person with relevant financial and business experience, (i) who qualifies as “Independent” pursuant to applicable rules and regulations of directors on the UCP Board from six to seven, effective as of immediately prior to the 2017 Annual Meeting Securities and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx Exchange Commission (the “Director NomineesSEC”) and as an “Independent Director” as defined in The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5605 (or applicable requirements of such other national securities exchange designated as the slate of directors to be elected at primary market on which the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders Common Stock is listed for trading), (subject to Section 1(bii) below). The Parties acknowledge that, prior who has provided to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on Company all information regarding the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information Replacement that is required to be disclosed for candidates for directors included in a proxy statement and similar documents under filed pursuant to the securities laws applicable to UCP and/or the proxy rules and regulations of the New York Stock Exchange. FurthermoreSEC, (iii) who has completed an interview with the Parties acknowledge thatNominating Committee, prior (iv) who has consented to appropriate background checks similar to those historically performed for all other directors of the date hereofBoard, Xxxxx X. Xxxxxx (v) who has agreed, upon election as executed all documents required to be executed by all other directors of the Company and who has the relevant financial and business experience to be a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors. (ii) The UCP Board shall recommendthe Company, and UCP such AREX Candidates shall support and solicit proxies for, be subject to the election of approval by each of the Director NomineesNominating Committee and the Board, at which approval shall not be unreasonably withheld and (B) the 2017 Annual Meeting. Board shall select and appoint one (iii1) Except of the AREX Candidates to the Board as otherwise contemplated the Replacement to fill the vacancy caused by Xx. Xxxxxxxxx (or a Replacement) ceasing to be a director. Any Replacement appointed to the Board in accordance with this Section 1(a)(i1(g) above, at shall be appointed to any time applicable committees of the Board of which the replaced former director was a member immediately prior to the 2017 Annual Meeting, UCP shall not increase such director’s resignation or decrease the authorized number of directors on the UCP Boardremoval. (iv) Promptly following the election of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at the 2017 Annual Meeting, the UCP Board shall appoint Xx. Xxxxxx as a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Board.

Board Nominations. (ia) UCP On or prior to the Closing Date, the Board of Directors of the Company shall take all necessary action to: (A1) increase the authorized number size of the Board by three (3) directors on the UCP Board from six to seven, effective as a total of immediately prior eight (8) directors; and (2) subject to the 2017 Annual Meeting last sentence of this Section 4.11(a), appoint each of (A)(i) Xxxx Xxxxx and (ii) an individual designated by the Lead Investor who is not an employee of the Lead Investor or its Affiliates and is approved by the Chief Executive Officer of the Company (collectively the “Lead Investor Directors”) and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx an individual designated by Flatbush (the “Flatbush Director”), in each case effective as of the Closing Date. The Company and the Lead Investor intend that the individual appointed to the Board pursuant to subclause (a)(2)(A)(ii) above will be an individual who possesses information technology, internet and social media marketing or other experience relevant to the Company’s present or presently anticipated operations. Each of the Lead Investor Directors and the Flatbush Director Nominees”appointed pursuant to this Section 4.11(a) as the slate of directors to be elected at the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders (shall, subject to Section 1(b) below4.11(e), continue to hold office until the next annual or special meeting of the stockholders at which the election of directors is to be considered, subject, however, to prior death, resignation, retirement, disqualification or termination of term of office as provided in Section 4.11(c). The Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve As long as a Lead Investor Director is on the UCP Board, (y) completed and executed the Lead Investor agrees to vote all questionnaires, agreements and other materials required by eligible shares of Common Stock or Preferred Stock it beneficially owns for the UCP Bylaws and requested by UCP election of director candidates and (z) has provided the information that Flatbush Director at each meeting of the Company’s stockholders at which the election of the Flatbush Director is required to be disclosed for candidates for directors in a proxy statement considered, and similar documents under the securities laws applicable to UCP and/or the rules and regulations of the New York Stock Exchange. Furthermore, the Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has agreed, upon election as long as a director Flatbush Director is on the Board, Flatbush agrees to vote all eligible shares of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors. (ii) The UCP Board shall recommend, and UCP shall support and solicit proxies for, Common Stock or Preferred Stock it beneficially owns for the election of each Lead Investor Director at each meeting of the Company’s stockholders at which the election of a Lead Investor Director Nomineesis to be considered. Each of the Lead Investor Directors and the Flatbush Director, at prior to being appointed or nominated for election to the 2017 Annual MeetingBoard of Directors of the Company, shall consent to, and undergo a background check, the results of which shall be reasonably acceptable to both the Lead Investor, Flatbush and the Company, and execute and deliver to the Company such agreements, questionnaires and other documents as the Company customarily requires from new nominees for directorships, copies of which have previously been provided to the Lead Investor and Flatbush. (iiib) Except as otherwise contemplated by Section 1(a)(i) above, At each meeting of the Company’s stockholders at any time prior to the 2017 Annual Meeting, UCP shall not increase or decrease the authorized number of directors on the UCP Board. (iv) Promptly following which the election of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at the 2017 Annual Meetingis to be considered, the UCP Board shall appoint Xx. Xxxxxx as a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Board shall, subject to Section 4.11(e), nominate each of the Lead Investor Directors and the Flatbush Director designated by the Lead Investor and Flatbush, respectively, for election to the Board. The Company agrees to recommend that the Company’s stockholders vote, and shall solicit proxies, in favor of the election of each of the Lead Investor Directors and the Flatbush Director at such meeting and otherwise support each of the Lead Investor Directors and the Flatbush Director for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. (c) In the event of a vacancy on the Board resulting from the death, disqualification, resignation, retirement or termination of term of office of a Lead Investor Director or the Flatbush Director, then, subject to Section 4.11(e), the Board and the Nominating and Corporate Governance Committee of the Board shall fill such vacancy with a Person nominated by the Lead Investor or Flatbush, as the case may be, to serve until the next annual or special meeting of the stockholders at which the election of directors is to be considered (and at such meeting, such Person, or another Person designated by the Lead Investor or Flatbush, as the case may be, will be elected to the Board in the manner set forth in Section 4.11(b)). To the extent the death, disqualification, resignation, retirement or termination is of a Lead Investor Director elected pursuant to Section 4.11(a)(2)(A)(ii), the vacancy shall be filled by a individual meeting the requirements of Section 4.11(a)(2)(A)(ii) and the last sentence of Section 4.11(a). (d) By the Closing Date, each of the Lead Investor Directors and the Flatbush Director shall review the Company’s certificate of incorporation and bylaws, as well as the Code of Business Conduct and Policy Regarding Shareholder Communications with the Board of Directors and agree to abide by the provisions thereof during their service as directors of the Company. Each of the Lead Investor and Flatbush acknowledges that United States and other applicable securities laws may prohibit any Persons who have material, nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities in reliance upon such information. (e) Notwithstanding the foregoing, the right of each of the Lead Investor and Flatbush to nominate the Lead Investor Directors and the Flatbush Director, as the case may be, shall at all times be subject to applicable rules and published guidance of the Nasdaq Stock Market, including, but not limited to, Nasdaq Rule 5640 (or any successor rule). The Lead Investor will continue to have the right to nominate two members of the Board of Directors of the Company only for so long as it is permitted do so under Nasdaq Rule 5640. Once the Lead Investor’s beneficial ownership (determined in accordance with Rule 13D-3 under the Exchange Act) decreases to an amount that would only allow the Lead Investor to nominate one director under Nasdaq Rule 5640, it will only have the right to nominate one director and the Lead Investor Director who is not Xxxx Xxxxx will resign contemporaneously therewith. Flatbush will continue to have the right to nominate one member of the Board of Directors of the Company only for so long as it is permitted do so under Nasdaq Rule 5640. Each of the Lead Investor’s and Flatbush’s right to nominate directors shall cease once Lead Investor’s and Flatbush’s, as the case may be, beneficial ownership (determined in accordance with Rule 13D-3 under the Exchange Act) is less than 5% and the remaining Lead Investor Director and the Flatbush Director, as the case may be, will resign contemporaneously therewith. (f) For as long as Flatbush has the right to designate a Person to be a director pursuant to Section 4.11, Flatbush may also designate a Person to act as an observer to the Board of Directors, and such Person shall have the right to receive notice of and to act as an observer in all meetings of the Board of Directors and receive copies of all information furnished by the Company to members of the Board of Directors. (g) In the event that any Lead Investor Director or the Flatbush Director nominated by the Lead Investor and Flatbush, respectively, hereunder fails to be elected to the Board of Directors of the Company at any meeting of the Company’s stockholders at which the election of directors is to be considered, the Company shall permit each such Lead Investor Director or the Flatbush Director, as the case may be, who so fails to be elected to act as an observer to the Board of Directors, and such Person shall have the right to receive notice of and to act as an observer in all meetings of the Board of Directors and receive copies of all information furnished by the Company to members of the Board of Directors until such Person (or its successor designated by the Lead Investor or the Flatbush Director, as the case may be) is (re)elected to the Board of Directors.

Board Nominations. i. As promptly as practicable following the date of this Agreement (but in no event later than five (5) days following the date of this Agreement), the Nominating and Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of the Company and the Board shall take all necessary actions to: a. promptly increase the size of the Board’s membership by two (2) director seats and appoint Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxx (the “New Directors”) each to serve as a director of the Board until such New Director’s successor is duly elected or appointed in accordance with the Company’s Bylaws (the “Bylaws”) and applicable law; b. include each New Director (or any Replacement (as defined below)) on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) and any special meeting of stockholders that occurs during the Standstill Period (as defined below); and At the 2020 Annual Meeting and any special meeting of stockholders that occurs during the Standstill Period, the Company agrees to recommend, support and solicit proxies for the election of the New Directors and their Replacements in the same historic manner in which the Company has supported its nominees for election at prior annual meetings of stockholders at which the election of directors was uncontested. i. No later than (i) UCP May 1, 2020 or (ii) the earlier first meeting of the applicable Board committee after the date of this Agreement, the Nominating Committee and the Board shall take all necessary action to appoint one or both of the New Directors (or any Replacement) to each of the three standing committees of the Board: the Audit Committee, Compensation Committee, and Nominating Committee such that the New Directors and their Replacements, if any, shall constitute at least one-fourth of the members of each such committee during the Standstill Period. ii. The AREX Parties acknowledge that the policies and procedures in effect as of April 15, 2020 or adopted by the Board after the New Directors have been seated as directors, and applicable to all other directors (the “Company Policies”) will be applicable to the New Directors during their term(s) of service. iii. During the Standstill Period, neither the Board nor any committee of the Board shall modify the size of the Board from seven directors without the unanimous approval of the Board. iv. The Board and all applicable committees of the Board shall take all necessary actions to ensure that during the Standstill Period, the New Directors and their Replacements shall constitute at least one-fourth of the members of any non-standing committee in place as of the date of this Agreement and any new committee of the Board that may be established after the date hereof; and, without limiting the foregoing, the Board shall give each of the New Directors and their Replacements the same due consideration for membership to any non-standing or new committee of the Board as any other non-management director. v. During the Standstill Period, the Company shall not amend its organizational documents, adopt any new Company Policies, amend any existing Company Policies or take any other similar action to frustrate the purpose of this Agreement. vi. Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law. vii. If, from the date of appointment until the Termination Date (as defined below), Xx. Xxxxxxxxx (or a Replacement) is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director, then (A) increase the authorized number AREX Parties shall have the right to propose three persons as candidates (each an “AREX Candidate”) to be a replacement director (a “Replacement”) to fill the resulting vacancy and each AREX Candidate shall be a person with relevant financial and business experience, (i) who qualifies as “Independent” pursuant to applicable rules and regulations of directors on the UCP Board from six to seven, effective as of immediately prior to the 2017 Annual Meeting Securities and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx Exchange Commission (the “Director NomineesSEC”) and as an “Independent Director” as defined in The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5605 (or applicable requirements of such other national securities exchange designated as the slate of directors to be elected at primary market on which the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders Common Stock is listed for trading), (subject to Section 1(bii) below). The Parties acknowledge that, prior who has provided to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on Company all information regarding the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information Replacement that is required to be disclosed for candidates for directors included in a proxy statement and similar documents under filed pursuant to the securities laws applicable to UCP and/or the proxy rules and regulations of the New York Stock Exchange. FurthermoreSEC, (iii) who has completed an interview with the Parties acknowledge thatNominating Committee, prior (iv) who has consented to appropriate background checks similar to those historically performed for all other directors of the date hereofBoard, Xxxxx X. Xxxxxx (v) who has agreed, upon election as executed all documents required to be executed by all other directors of the Company and who has the relevant financial and business experience to be a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors. (ii) The UCP Board shall recommendthe Company, and UCP such AREX Candidates shall support and solicit proxies for, be subject to the election of approval by each of the Director NomineesNominating Committee and the Board, at which approval shall not be unreasonably withheld and (B) the 2017 Annual Meeting. Board shall select and appoint one (iii1) Except of the AREX Candidates to the Board as otherwise contemplated the Replacement to fill the vacancy caused by Xx. Xxxxxxxxx (or a Replacement) ceasing to be a director. Any Replacement appointed to the Board in accordance with this Section 1(a)(i1(g) above, at shall be appointed to any time applicable committees of the Board of which the replaced former director was a member immediately prior to the 2017 Annual Meeting, UCP shall not increase such director’s resignation or decrease the authorized number of directors on the UCP Boardremoval. (iv) Promptly following the election of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at the 2017 Annual Meeting, the UCP Board shall appoint Xx. Xxxxxx as a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Board.

Board Nominations. (ia) UCP shall So long as the Company's Articles of Incorporation provide for the staggered election of the members of the Company's Board of Directors, including three year terms of office for directors, (A) increase a "Staggered Board"), in the authorized number election of directors on of the UCP Board from six Company to sevenbe held in 2001 and every three years thereafter during the term of this Agreement (each a "LCA Nominee Election Year"), effective as each of immediately prior the Shareholders agrees to vote all shares of Common Stock of the 2017 Annual Meeting and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx Company (the “Director Nominees”"Common Stock") and any and all other voting securities of the Company ("Other Voting Securities") (collectively, the Common Stock and the Other Voting Securities shall be referred to as the slate of directors "Voting Securities") then held by such Shareholder for, and to be elected at the 2017 Annual Meeting take all other necessary action to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders (subject to Section 1(b) below). The Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information that is required to be disclosed for candidates for directors in a proxy statement and similar documents under the securities laws applicable to UCP and/or the rules and regulations of the New York Stock Exchange. Furthermorecause, the Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has agreed, upon election as a director of UCP, the Company one nominee to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directorsbe designated by LCA for that purpose (the "LCA Director"). (iib) The UCP Board In the event that the Company's Articles of Incorporation shall recommendno longer provide for a Staggered Board, then, in each election of directors of the Company during the term of this Agreement, each of the Shareholders agrees to vote all shares of Voting Securities then held by them for, and UCP shall support and solicit proxies fortake all other necessary action to cause, the election of the LCA Director as a director of the Company. (c) The Company shall deliver a written request to LCA (the "Nomination Request") that LCA designate its LCA Director in writing no earlier than 90 days prior to and no later than 60 days prior to the scheduled date for the Company's annual or special meeting of shareholders to elect directors. LCA shall notify the Company of the identity of the LCA Director no later than 10 days after LCA's receipt of the Nomination Request. The Company shall notify LCA of the identity of each director nominee designated by any of the other Shareholders no later than 10 days after the Company's receipt of any designation. The Company shall notify each of the other Shareholders and LCA of the identity of the LCA Director Nominees, at no later than 10 days after the 2017 Annual MeetingCompany's receipt of such designation from LCA. (iiid) Except If LCA fails to designate the LCA Director as otherwise contemplated by Section 1(a)(iprovided in (c) above, it shall be deemed that the LCA Director then serving as a director of the Company shall be its LCA Director designee for election at the next meeting of shareholders of the Company at which an LCA Director is so required to be elected. (e) Each of the Shareholders agrees to vote all shares of Voting Securities then held by such Shareholder to remove the LCA Director upon the request at any time prior of LCA by written notice to the 2017 Annual Meeting, UCP Company and the Shareholders; provided that LCA shall not increase or decrease simultaneously therewith designate a successor to fill the authorized number of directors vacancy on the UCP BoardBoard of Directors so created. Each of the Shareholders agrees to vote all shares of Voting Securities then held by such Shareholder for the election of such successor designated by LCA as a director of the Company. (ivf) Promptly following the election termination of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at provisions of Section 1 of this Agreement, LCA shall use its reasonable efforts to cause the 2017 Annual Meeting, the UCP Board shall appoint Xx. Xxxxxx LCA Director then in office to resign as a member of the Compensation Committee Board of Directors of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP BoardCompany.

Board Nominations. Upon Closing, and for so long as the Purchaser shall continue to own at least 1,400,000 shares of common stock purchased by it on the Closing Date, the Board of Directors of the Company shall consist of nine (9) members and the Purchaser shall have the right to nominate four (4) out of nine (9) members to the Board of Directors of the Company, and to effect such nominations, the parties hereby agree to the following procedure: In the event the Closing shall have taken place prior to the 1999 Annual Shareholder Meeting of the Company, the Company shall amend its proxy to include, in addition to the current eight Directors being nominated for re-election, the addition of four individuals designated by the Purchaser, with the effect of creating a 12-member Board. Within one month following the later of (i) UCP shall (A) increase the authorized number of directors on the UCP Board from six to sevenClosing, effective as of immediately prior to the 2017 Annual Meeting and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx (the “Director Nominees”) as the slate of directors to be elected at the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders (subject to Section 1(b) below). The Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information that is required to be disclosed for candidates for directors in a proxy statement and similar documents under the securities laws applicable to UCP and/or the rules and regulations of the New York Stock Exchange. Furthermore, the Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has agreed, upon election as a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors. or (ii) the said 1999 Annual Shareholder Meeting of the Company, the Company shall require the resignation of Xxxxxxx X. Xxxxxxxx and the two outside Board members who have served the shortest terms in such capacity, with the effect that the Board will be reduced to a 9-member Board, with 4 members to annually be designated by the Purchaser and 5 members to annually be designated by recommendation to the shareholders of the Company by the Board members other than the designees of the Purchaser. The UCP Board shall recommend, and UCP shall support and solicit proxies for, Company agrees to recommend to the shareholders the election of each such entire slate of nominations and the Purchaser agrees to vote their shares, in person or by proxy, for the election of such entire slate of nominations. At such time as Purchaser shall beneficially own less than 75% of the Director NomineesShares or shall have a decrease in ownership requiring Purchaser to modify its Form 13D with the SEC, Purchaser shall use its best efforts to cause such remaining director or directors, who has or have been elected hereunder at Purchaser's designation, to promptly resign from the 2017 Annual Meeting. (iii) Except Company's Board of Directors. The Company agrees that so long as otherwise contemplated by Section 1(a)(i) above, at any time prior Purchaser is entitled pursuant to the 2017 Annual Meetingterms of this Section 5.04 to representation on the Board of Directors of the Company, UCP the Company shall not increase or decrease the authorized number of directors on Directors constituting the UCP Boardentire Board of Directors, except as contemplated by this Agreement. (iv) Promptly following the election of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at the 2017 Annual Meeting, the UCP Board shall appoint Xx. Xxxxxx as a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Board.

Board Nominations. Upon Closing, and for so long as the Purchaser shall continue to own at least 1,400,000 shares of common stock purchased by it on the Closing Date, the Board of Directors of the Company shall consist of nine (9) members and the Purchaser shall have the right to nominate four (4) out of nine (9) members to the Board of Directors of the Company, and to effect such nominations, the parties hereby agree to the following procedure: In the event the Closing shall have taken place prior to the 1999 Annual Shareholder Meeting of the Company, the Company shall amend its proxy to designate for nomination to the shareholders of the Company for election to the Board of Directors: (i) UCP shall four (A4) increase the authorized number of directors on the UCP Board from six to seven, effective as of immediately prior to the 2017 Annual Meeting and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx (the “Director Nominees”) as the slate of directors members to be elected at the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders (subject to Section 1(b) below). The Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required designated by the UCP Bylaws Purchaser, and requested by UCP of director candidates and (z) has provided the information that is required to be disclosed for candidates for directors in a proxy statement and similar documents under the securities laws applicable to UCP and/or the rules and regulations of the New York Stock Exchange. Furthermore, the Parties acknowledge that, prior to the date hereof, Xxxxx X. Xxxxxx has agreed, upon election as a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors. (ii) The UCP five (5) members to be designated by the Board members other than the designees of the Purchaser. Within one month following the Closing, the Company shall recommendrequest the resignation of Anthxxx X. Xxxxxxxx xxx the two outside Board members who have served the shortest terms in such capacity and shall take action to appoint the four-members designated by the Purchaser, the effect of which, upon such resignations, would result in a 9-member Board with 4 members to annually be designated by the Purchaser and UCP 5 members to annually be designated by recommendation to the shareholders of the Company by the Board members other than the designees of the Purchaser. During such time as the Purchaser's right to designate nominees to the Board pursuant to this section shall support and solicit proxies forbe applicable, the Company agrees to recommend to the shareholders the election of each such entire slate of nominations and the Purchaser agrees to vote their shares, in person or by proxy, for the election of such entire slate of nominations. At such time as Purchaser shall beneficially own less than 75% of the Director NomineesShares, Purchaser shall use its best efforts to cause such remaining director or directors, who has or have been elected hereunder at Purchaser's designation, to promptly resign from the 2017 Annual Meeting. (iii) Except Company's Board of Directors. The Company agrees that so long as otherwise contemplated by Section 1(a)(i) above, at any time prior Purchaser is entitled pursuant to the 2017 Annual Meetingterms of this Section 5.04 to representation on the Board of Directors of the Company, UCP the Company shall not increase or decrease the authorized number of directors on Directors constituting the UCP Boardentire Board of Directors, except as contemplated by this Agreement. (iv) Promptly following the election of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at the 2017 Annual Meeting, the UCP Board shall appoint Xx. Xxxxxx as a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Board.

Board Nominations. i. As promptly as practicable following the date of this Agreement (but in no event later than five (5) days following the date of this Agreement), the Nominating and Governance Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of the Company and the Board shall take all necessary actions to: a. promptly increase the size of the Board’s membership by two (2) director seats and appoint Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxx (the “New Directors”) each to serve as a director of the Board until such New Director’s successor is duly elected or appointed in accordance with the Company’s Bylaws (the “Bylaws”) and applicable law; and b. include each New Director (or any Replacement (as defined below)) on the slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) and any special meeting of stockholders that occurs during the Standstill Period (as defined below). At the 2020 Annual Meeting and any special meeting of stockholders that occurs during the Standstill Period, the Company agrees to recommend, support and solicit proxies for the election of the New Directors and their Replacements in the same historic manner in which the Company has supported its nominees for election at prior annual meetings of stockholders at which the election of directors was uncontested. i. No later than (i) UCP May 1, 2020 or (ii) the earlier first meeting of the applicable Board committee after the date of this Agreement, the Nominating Committee and the Board shall take all necessary action to appoint one or both of the New Directors (or any Replacement) to each of the three standing committees of the Board: the Audit Committee, Compensation Committee, and Nominating Committee such that the New Directors and their Replacements, if any, shall constitute at least one-fourth of the members of each such committee during the Standstill Period. ii. The Roumell Parties acknowledge that the policies and procedures in effect as of April 10, 2020 or adopted by the Board after the New Directors have been seated as directors, and applicable to all other directors (the “Company Policies”) will be applicable to the New Directors during their term(s) of service. iii. During the Standstill Period, neither the Board nor any committee of the Board shall modify the size of the Board from seven directors without the unanimous approval of the Board. iv. The Board and all applicable committees of the Board shall take all necessary actions to ensure that during the Standstill Period, the New Directors and their Replacements shall constitute at least one-fourth of the members of any non-standing committee in place as of the date of this Agreement and any new committee of the Board that may be established after the date hereof; and, without limiting the foregoing, the Board shall give each of the New Directors and their Replacements the same due consideration for membership to any non-standing or new committee of the Board as any other non-management director. v. During the Standstill Period, the Company shall not amend its organizational documents, adopt any new Company Policies, amend any existing Company Policies or take any other similar action to frustrate the purpose of this Agreement. vi. Nothing in this Agreement shall be deemed to abridge or limit the fiduciary duties of any member of the Board under Delaware law. vii. If, from the date of appointment until the Termination Date (as defined below), Xx. Xxxxxx (or a Replacement) is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director, then (A) increase the authorized number Roumell Parties shall have the right to propose three persons as candidates (each a “Roumell Candidate”) to be a replacement director (a “Replacement”) to fill the resulting vacancy and each Roumell Candidate shall be a person with relevant financial and business experience, (i) who qualifies as “Independent” pursuant to applicable rules and regulations of directors on the UCP Board from six to seven, effective as of immediately prior to the 2017 Annual Meeting Securities and (B) nominate Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx and Xxxxxxxx X. Xxxx Exchange Commission (the “Director NomineesSEC”) and as an “Independent Director” as defined in The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5605 (or applicable requirements of such other national securities exchange designated as the slate of directors to be elected at primary market on which the 2017 Annual Meeting to serve as directors of UCP with a term expiring at UCP’s 2020 Annual Meeting of Stockholders Common Stock is listed for trading), (subject to Section 1(bii) below). The Parties acknowledge that, prior who has provided to the date hereof, Xxxxx X. Xxxxxx has (x) agreed to serve on Company all information regarding the UCP Board, (y) completed and executed all questionnaires, agreements and other materials required by the UCP Bylaws and requested by UCP of director candidates and (z) has provided the information Replacement that is required to be disclosed for candidates for directors included in a proxy statement and similar documents under filed pursuant to the securities laws applicable to UCP and/or the proxy rules and regulations of the New York Stock Exchange. FurthermoreSEC, (iii) who has completed an interview with the Parties acknowledge thatNominating Committee, prior (iv) who has consented to appropriate background checks similar to those historically performed for all other directors of the Board, (v) who has executed all documents required to be executed by all other directors of the Company and (vi) whose qualifications are substantially similar to the date hereof, Xxxxx X. Xxxxxx has agreed, upon election as a director of UCP, to comply with all policies, codes of conduct, confidentiality obligations, securities trading policies, director qualification requirements and codes of ethics generally applicable to all of UCP’s non-management directors. New Director (iior any Replacement) The UCP Board shall recommendbeing replaced, and UCP such Roumell Candidates shall support and solicit proxies for, be subject to the election of approval by each of the Director NomineesNominating Committee and the Board, at which approval shall not be unreasonably withheld, and (B) the 2017 Annual Meeting. Board shall select and appoint one (iii1) Except as otherwise contemplated by Section 1(a)(i) above, at any time prior of the Roumell Candidates to the 2017 Annual Meeting, UCP shall not increase or decrease Board as the authorized number of directors on Replacement to fill the UCP Board. (iv) Promptly following the election of Xxxx X. Xxxxxx and Xxxxx X. Xxxxxx as directors on the UCP Board at the 2017 Annual Meeting, the UCP Board shall appoint vacancy caused by Xx. Xxxxxx as (or a Replacement) ceasing to be a director. Any Replacement appointed to the Board in accordance with this Section 1(g) shall be appointed to any applicable committees of the Board of which the replaced former director was a member of the Compensation Committee of the UCP Board and Mr. Locker as a member of the Nominating and Corporate Governance Committee of the UCP Boardimmediately prior to such director’s resignation or removal.