Common use of Board Number; Board Nomination Clause in Contracts

Board Number; Board Nomination. (a) For so long as Xxxxxxx Xxxxxx beneficially owns 10% or more of the total number of shares of Common Stock outstanding, the Xxxxxxx Xxxxxx Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, two (2) directors, and the Company shall include, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to include, in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the up to two individuals identified in advance by the Xxxxxxx Xxxxxx Funds. (b) For so long as Xxxxxxx Xxxxxx beneficially owns 3% or more but less than 10% of the total number of shares of Common Stock outstanding, the Xxxxxxx Xxxxxx Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, one (1) director, and the Company shall include, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to include, in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the one individual identified in advance by the Xxxxxxx Xxxxxx Funds (any such individuals identified pursuant to Section 2(a) or Section 2(b) hereof, the “Xxxxxxx Xxxxxx Nominees”). (c) In the event that the Xxxxxxx Xxxxxx Funds have nominated less than the total number of designees that the Xxxxxxx Xxxxxx Funds shall be entitled to nominate pursuant to this Section 2(a) or Section 2(b), then the Xxxxxxx Xxxxxx Funds shall have the right, at any time, to nominate such additional designee(s) to which the Xxxxxxx Xxxxxx Funds are entitled, in which case, the directors shall take all necessary corporate action to (1) increase the size of the Board as required to enable the Xxxxxxx Xxxxxx Funds to so nominate such additional designees and (2) designate such additional designees nominated by the Xxxxxxx Xxxxxx Funds to fill such newly created vacancies. (d) Vacancies arising through the death, resignation or removal of any Xxxxxxx Xxxxxx Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only with a Xxxxxxx Xxxxxx Nominee, and the director so chosen shall hold office until the next election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. (e) Notwithstanding the provisions of this Section 2, the Xxxxxxx Xxxxxx Funds shall not be entitled to designate a Person as a nominee to the Board upon a written determination by the Nominating and Corporate Governance Committee of the Company (which determination shall set forth in writing reasonable grounds for such determination) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, the Xxxxxxx Xxxxxx Funds shall be entitled to select a Person as a replacement nominee and the Company shall use its best efforts to cause such Person to be nominated as the Xxxxxxx Xxxxxx Nominee at the same meeting (or, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Other than with respect to the issue set forth in the preceding sentence, neither the Company nor any other party to this Agreement shall have the right to object to any Xxxxxxx Xxxxxx Nominee. (f) So long as Xxxxxxx Xxxxxx owns 3% or more of the total number of shares of Common Stock outstanding at any time, the Company shall notify the Xxxxxxx Xxxxxx Funds in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Stockholders (and the Company shall deliver such notice at least 60 days (or such shorter period to which the Xxxxxxx Xxxxxx Funds consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified by the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery is necessary so as to ensure that such nominee may be included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Xxxxxxx Xxxxxx Funds with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Xxxxxxx Xxxxxx Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Xxxxxxx Xxxxxx Funds of any opposition to a Xxxxxxx Xxxxxx Nominee sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable the Xxxxxxx Xxxxxx Funds to propose a replacement Xxxxxxx Xxxxxx Nominee, if necessary, in accordance with the terms of this Agreement, and the Xxxxxxx Xxxxxx Funds shall have 10 business days to designate another nominee. (g) In the event that the Xxxxxxx Xxxxxx Funds cease to have the right to designate a person to serve as a director pursuant to this Section 2, the Xxxxxxx Xxxxxx Funds shall use its best efforts to cause the applicable Xxxxxxx Xxxxxx Nominee to resign immediately. (h) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.

Board Number; Board Nomination. (a) For so long as Xxxxxxx Xxxxxx beneficially owns 10% or more of Until the total number of shares of Common Stock outstandingFirst Threshold Date, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to nominate submit for nomination to the Board, two Board four (24) directors, individuals and the Company shall include, and shall use its best efforts to cause obtain any necessary approvals from the Board, whether acting through the Compensation, Nominating and Corporate Governance Committee of the Board or otherwise, to include, other duly authorized committee of the Board and shall include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the up to two four individuals identified in advance by the Xxxxxxx Xxxxxx FundsFounding Shareholders. 1 | Page (b) For so long as Xxxxxxx Xxxxxx beneficially owns 3% or more but less than 10% of After the total number of shares of Common Stock outstandingFirst Threshold Date and until the Second Threshold Date, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to nominate submit for nomination to the Board, one Board five (15) director, individuals and the Company shall include, and shall use its best efforts to cause obtain any necessary approvals from the Board, whether acting through the Compensation, Nominating and Corporate Governance Committee of the Board or otherwise, to include, other duly authorized committee of the Board and shall include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the up to two individuals identified in advance by the Founding Shareholders. (c) After the Second Threshold Date and until the Third Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board three (3) individuals and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the one individual identified in advance by the Xxxxxxx Xxxxxx Funds Founding Shareholders (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(b2(c) hereof, the “Xxxxxxx Xxxxxx Founding Shareholder Nominees”). (cd) In the event that the Xxxxxxx Xxxxxx Funds Founding Shareholders have nominated less than the total number of designees individuals that the Xxxxxxx Xxxxxx Funds Founding Shareholders shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) or Section 2(b2(c), then the Xxxxxxx Xxxxxx Funds Founding Shareholders shall have the right, at any time, to nominate such additional designee(sindividual(s) to which the Xxxxxxx Xxxxxx Funds Founding Shareholders are entitled, in which case, the directors Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Xxxxxxx Xxxxxx Funds Founding Shareholders to so nominate such additional designees individuals and (2) designate nominate such additional designees nominated individuals identified by the Xxxxxxx Xxxxxx Funds Founding Shareholders to fill such newly created vacancies. (de) Vacancies arising through the death, resignation or removal of any Xxxxxxx Xxxxxx Founding Shareholder’s Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only with a Xxxxxxx Xxxxxx Founding Shareholder Nominee, and the director so chosen shall hold office until the next election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. (ef) Notwithstanding the provisions of this Section 2, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall not be entitled to designate a Person as a nominee to the Board upon a written determination by the Compensation, Nominating and Corporate Governance Committee of the Company Board or equivalent duly authorized committee of the Board with nominating responsibility (which determination shall set forth in writing reasonable grounds for such determination) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall be entitled to select a Person as a replacement nominee and the Company shall use its best efforts to cause such Person to be nominated as the Xxxxxxx Xxxxxx Founding Shareholder Nominee at the same meeting (or, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Other than with respect to the issue set forth in the preceding sentencefirst sentence of this Section 2(f), neither the Company nor any other party to this Agreement shall have the right to object to any Xxxxxxx Xxxxxx Founding Shareholder Nominee. (f) So long . Notwithstanding anything in this Agreement to the contrary, no Founding Shareholder Nominee shall be required to qualify as Xxxxxxx Xxxxxx owns 3% an independent director under applicable rules or more regulations of the total number of U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock outstanding at any timeare listed. (g) Until the Third Threshold Date, the Company shall notify the Xxxxxxx Xxxxxx Funds Founding Shareholders in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Stockholders (and the Company shall deliver such notice at least 60 days (or such shorter period to which the Xxxxxxx Xxxxxx Funds Founding Shareholders consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified by the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery is necessary so as to ensure that such nominee may be included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Xxxxxxx Xxxxxx Funds Founding Shareholders with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Xxxxxxx Xxxxxx Founding Shareholder Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Xxxxxxx Xxxxxx Funds Founding Shareholders of any opposition to a Xxxxxxx Xxxxxx Founding Shareholder Nominee in accordance with Section 2(f) sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable the Xxxxxxx Xxxxxx Funds Founding Shareholders to propose a replacement Xxxxxxx Xxxxxx Founding Shareholder Nominee, if necessary, in accordance with the terms of this Agreement, and the Xxxxxxx Xxxxxx Funds Founding Shareholders shall have 10 business days to designate another nomineeidentify such replacement Founding Shareholder Nominee. (g) In the event that the Xxxxxxx Xxxxxx Funds cease to have the right to designate a person to serve as a director pursuant to this Section 2, the Xxxxxxx Xxxxxx Funds shall use its best efforts to cause the applicable Xxxxxxx Xxxxxx Nominee to resign immediately. (h) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.

Board Number; Board Nomination. (a) For so long as Xxxxxxx Xxxxxx beneficially owns 10% or more of Until the total number of shares of Common Stock outstandingFirst Threshold Date, the Xxxxxxx Xxxxxx Altaris Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate submit for nomination to the Board, two Board three (23) directors, individuals and the Company shall include, and shall use its best efforts to cause obtain any necessary approvals from the Board, whether acting through the Compensation, Nominating and Corporate Governance Committee of the Board or otherwise, to include, other duly authorized committee of the Board and shall include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the up to two three individuals identified in advance by the Xxxxxxx Xxxxxx Altaris Funds. (b) For so long as Xxxxxxx Xxxxxx beneficially owns 3% or more but less than 10% of After the total number of shares of Common Stock outstandingFirst Threshold Date and until the Second Threshold Date, the Xxxxxxx Xxxxxx Altaris Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate submit for nomination to the Board, one Board two (12) director, individuals and the Company shall include, and shall use its best efforts to cause obtain any necessary approvals from the Board, whether acting through the Compensation, Nominating and Corporate Governance Committee of the Board or otherwise, to include, other duly authorized committee of the Board and shall include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the up to two individuals identified in advance by the Altaris Funds. (c) After the Second Threshold Date and until the Third Threshold Date, the Altaris Funds shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board one (1) individual and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the one individual identified in advance by the Xxxxxxx Xxxxxx Altaris Funds (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(b2(c) hereof, the “Xxxxxxx Xxxxxx Altaris Nominees”). (cd) In the event that the Xxxxxxx Xxxxxx Altaris Funds have nominated less than the total number of designees individuals that the Xxxxxxx Xxxxxx Altaris Funds shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) or Section 2(b2(c), then the Xxxxxxx Xxxxxx Altaris Funds shall have the right, at any time, to nominate such additional designee(sindividual(s) to which the Xxxxxxx Xxxxxx Altaris Funds are entitled, in which case, the directors Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Xxxxxxx Xxxxxx Altaris Funds to so nominate such additional designees individuals and (2) designate nominate such additional designees nominated individuals identified by the Xxxxxxx Xxxxxx Altaris Funds to fill such newly created vacancies. (de) Vacancies arising through the death, resignation or removal of any Xxxxxxx Xxxxxx Altaris Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only with a Xxxxxxx Xxxxxx Altaris Nominee, and the director so chosen shall hold office until the next election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. (ef) Notwithstanding the provisions of this Section 2, the Xxxxxxx Xxxxxx Altaris Funds shall not be entitled to designate a Person as a nominee to the Board upon a written determination by the Compensation, Nominating and Corporate Governance Committee of the Company Board or equivalent duly authorized committee of the Board with nominating responsibility (which determination shall set forth in writing reasonable grounds for such determination) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, the Xxxxxxx Xxxxxx Altaris Funds shall be entitled to select a Person as a replacement nominee and the Company shall use its best efforts to cause such Person to be nominated as the Xxxxxxx Xxxxxx Altaris Nominee at the same meeting (or, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Other than with respect to the issue set forth in the preceding sentencefirst sentence of this Section 2(f), neither the Company nor any other party to this Agreement shall have the right to object to any Xxxxxxx Xxxxxx Altaris Nominee. (f) So long . Notwithstanding anything in this Agreement to the contrary, no Altaris Nominee shall be required to qualify as Xxxxxxx Xxxxxx owns 3% an independent director under applicable rules or more regulations of the total number of U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock outstanding at any timeare listed. (g) Until the Third Threshold Date, the Company shall notify the Xxxxxxx Xxxxxx Altaris Funds in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Stockholders (and the Company shall deliver such notice at least 60 days (or such shorter period to which the Xxxxxxx Xxxxxx Altaris Funds consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified by the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery is necessary so as to ensure that such nominee may be included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Xxxxxxx Xxxxxx Altaris Funds with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Xxxxxxx Xxxxxx Altaris Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Xxxxxxx Xxxxxx Altaris Funds of any opposition to a Xxxxxxx Xxxxxx Altaris Nominee in accordance with Section 2(f) sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable the Xxxxxxx Xxxxxx Altaris Funds to propose a replacement Xxxxxxx Xxxxxx Altaris Nominee, if necessary, in accordance with the terms of this Agreement, and the Xxxxxxx Xxxxxx Altaris Funds shall have 10 business days to designate another nomineeidentify such replacement Altaris Nominee. (gh) The Company shall cause the Board to maintain a Compensation, Nominating and Corporate Governance Committee (or equivalent duly authorized committee of the Board) and subject to applicable laws and stock exchange regulations (including any phase in periods or other limitations thereunder), the Altaris Funds shall have the right (but not the obligation) to have a Altaris Nominee that is then a director of the Company serve as a member of the Compensation, Nominating and Corporate Governance Committee (or equivalent duly authorized committee of the Board). (i) In the event that the Xxxxxxx Xxxxxx Altaris Funds cease to have the right to designate a person to serve as a director requisite nomination rights pursuant to this Section 2, the Xxxxxxx Xxxxxx Altaris Funds shall use its their best efforts to cause the applicable Xxxxxxx Xxxxxx Altaris Nominee to resign immediatelyas promptly as practicable thereafter. (hj) Except as required by applicable law or the listing standards of the stock exchange on which shares of Common Stock are listed and subject to Section 2(d) the Company shall not, without the prior written consent of the Altaris Funds, take any action to increase the number of directors on the Board. (k) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws By-Laws and the Certificate of Incorporation shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.

Board Number; Board Nomination. (a) For so long as Xxxxxxx Xxxxxx beneficially owns 10% or more of Until the total number of shares of Common Stock outstandingFirst Threshold Date, the Xxxxxxx Xxxxxx Moelis Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate submit for nomination to the Board, two Board three (23) directors, individuals and the Company shall include, and shall use its best efforts to cause obtain any necessary approvals from the Board, whether acting through the Compensation, Nominating and Corporate Governance Committee of the Board or otherwise, to include, other duly authorized committee of the Board and shall include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the up to two three individuals identified in advance by the Xxxxxxx Xxxxxx Moelis Funds. (b) For so long as Xxxxxxx Xxxxxx beneficially owns 3% or more but less than 10% of After the total number of shares of Common Stock outstandingFirst Threshold Date and until the Second Threshold Date, the Xxxxxxx Xxxxxx Moelis Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate submit for nomination to the Board, one Board two (12) director, individuals and the Company shall include, and shall use its best efforts to cause obtain any necessary approvals from the Board, whether acting through the Compensation, Nominating and Corporate Governance Committee of the Board or otherwise, to include, other duly authorized committee of the Board and shall include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the up to two individuals identified in advance by the Moelis Funds. (c) After the Second Threshold Date and until the Third Threshold Date, the Moelis Funds shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board one (1) individual and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the one individual identified in advance by the Xxxxxxx Xxxxxx Moelis Funds (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(b2(c) hereof, the “Xxxxxxx Xxxxxx Moelis Nominees”). (cd) In the event that the Xxxxxxx Xxxxxx Moelis Funds have nominated less than the total number of designees individuals that the Xxxxxxx Xxxxxx Moelis Funds shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) or Section 2(b2(c), then the Xxxxxxx Xxxxxx Moelis Funds shall have the right, at any time, to nominate such additional designee(sindividual(s) to which the Xxxxxxx Xxxxxx Moelis Funds are entitled, in which case, the directors Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Xxxxxxx Xxxxxx Moelis Funds to so nominate such additional designees individuals and (2) designate nominate such additional designees nominated individuals identified by the Xxxxxxx Xxxxxx Moelis Funds to fill such newly created vacancies. (de) Vacancies arising through the death, resignation or removal of any Xxxxxxx Xxxxxx Moelis Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only with a Xxxxxxx Xxxxxx Moelis Nominee, and the director so chosen shall hold office until the next election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. (ef) Notwithstanding the provisions of this Section 2, the Xxxxxxx Xxxxxx Moelis Funds shall not be entitled to designate a Person as a nominee to the Board upon a written determination by the Compensation, Nominating and Corporate Governance Committee of the Company Board or equivalent duly authorized committee of the Board with nominating responsibility (which determination shall set forth in writing reasonable grounds for such determination) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, the Xxxxxxx Xxxxxx Moelis Funds shall be entitled to select a Person as a replacement nominee and the Company shall use its best efforts to cause such Person to be nominated as the Xxxxxxx Xxxxxx Moelis Nominee at the same meeting (or, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Other than with respect to the issue set forth in the preceding sentencefirst sentence of this Section 2(f), neither the Company nor any other party to this Agreement shall have the right to object to any Xxxxxxx Xxxxxx Moelis Nominee. (f) So long . Notwithstanding anything in this Agreement to the contrary, no Moelis Nominee shall be required to qualify as Xxxxxxx Xxxxxx owns 3% an independent director under applicable rules or more regulations of the total number of U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock outstanding at any timeare listed. (g) Until the Third Threshold Date, the Company shall notify the Xxxxxxx Xxxxxx Moelis Funds in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Stockholders (and the Company shall deliver such notice at least 60 days (or such shorter period to which the Xxxxxxx Xxxxxx Moelis Funds consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified by the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery is necessary so as to ensure that such nominee may be included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Xxxxxxx Xxxxxx Moelis Funds with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Xxxxxxx Xxxxxx Moelis Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Xxxxxxx Xxxxxx Moelis Funds of any opposition to a Xxxxxxx Xxxxxx Moelis Nominee in accordance with Section 2(f) sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable the Xxxxxxx Xxxxxx Moelis Funds to propose a replacement Xxxxxxx Xxxxxx Moelis Nominee, if necessary, in accordance with the terms of this Agreement, and the Xxxxxxx Xxxxxx Moelis Funds shall have 10 business days to designate another nomineeidentify such replacement Moelis Nominee. (gh) The Company shall cause the Board to maintain a Compensation, Nominating and Corporate Governance Committee and subject to applicable laws and stock exchange regulations (including any phase in periods or other limitations thereunder), the Moelis Funds shall have the right (but not the obligation) to have a Moelis Nominee that is then a director of the Company serve as a member of the Compensation, Nominating and Corporate Governance Committee. (i) In the event that the Xxxxxxx Xxxxxx Moelis Funds cease to have the right to designate a person to serve as a director requisite nomination rights pursuant to this Section 2, the Xxxxxxx Xxxxxx Moelis Funds shall use its their best efforts to cause the applicable Xxxxxxx Xxxxxx Moelis Nominee to resign immediatelyas promptly as practicable thereafter. (hj) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws By-Laws and the Certificate of Incorporation shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.

Board Number; Board Nomination. (a) For so long as Xxxxxxx Xxxxxx Chesham beneficially owns 1012.5% or more of the total number of shares of Common Stock Ordinary Shares outstanding, the Xxxxxxx Xxxxxx Funds Chesham shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, two (2) directors, and the Company shall include, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to include, in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the up to two individuals identified in advance by the Xxxxxxx Xxxxxx Funds. (b) For so long as Xxxxxxx Xxxxxx beneficially owns 3% or more but less than 10% of the total number of shares of Common Stock outstanding, the Xxxxxxx Xxxxxx Funds shall have the right (but not the obligation) pursuant to this Agreement to nominate to the Board, one (1) director, director of the Class III and the Company shall includeBoard shall, and shall use its best efforts to cause the Board, whether acting through the Nominating and Corporate Governance Committee of the Board or otherwise, to include, (i) include such individual in the slate of nominees recommended to the Stockholders shareholders of the Company (the “Shareholders”) for election as a director of such Class at any annual or special general meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) Shareholders at or by which directors of the Company such Class are to be electedelected and (ii) if applicable, appoint such individual as a director of such Class at any Board meeting at which directors of such Class are to be appointed by cooptation and whose final appointment shall be resolved at the one individual identified in advance by next general meeting of the Xxxxxxx Xxxxxx Funds Shareholders (any such individuals identified pursuant to Section 2(a) or Section 2(b) hereof, the “Xxxxxxx Xxxxxx NomineesChesham Nominee”). (cb) In For the purposes of paragraph (a) of this Section 2, if at the time of the nomination by Chesham envisaged therein, there are no or insufficient vacancies in Class III to allow for the appointment of the Chesham Nominee, the Chesham Nominee shall be recommended for appointment to the general meeting of the Shareholders of the Company or appointed by the Board (as applicable) to such class where sufficient vacancies are available (it being acknowledged and agreed that in no event that shall the Xxxxxxx Xxxxxx Funds have nominated less than the total number of designees that the Xxxxxxx Xxxxxx Funds shall be entitled class vacancies or lack thereof at any particular time prevent Chesham from exercising its right to nominate Board representation pursuant to this Section 2(a) or Section 2(bAgreement), then the Xxxxxxx Xxxxxx Funds shall have the right, at any time, to nominate such additional designee(s) to which the Xxxxxxx Xxxxxx Funds are entitled, in which case, the directors shall take all necessary corporate action to (1) increase the size of the Board as required to enable the Xxxxxxx Xxxxxx Funds to so nominate such additional designees and (2) designate such additional designees nominated by the Xxxxxxx Xxxxxx Funds to fill such newly created vacancies. (dc) Vacancies arising through the death, resignation or removal of any Xxxxxxx Xxxxxx the Chesham Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only with a Xxxxxxx Xxxxxx Chesham Nominee, and the director so chosen appointed by the Board following a vacancy shall hold office until the next general meeting of the Shareholders at which the Board shall (and the Company shall use its best efforts to cause the Board to), whether acting through a duly authorized committee of the Board with director nominating responsibility or otherwise, recommend the confirmation of such appointment and the election and until his of the Chesham Nominee. (d) The Parties acknowledge that the final decision to appoint a director or her successor to confirm the appointment of a coopted director belongs to the general meeting of the shareholders of the Company, which remain free to accept or refuse the appointment of a Chesham Nominee. In the event that less than the total number of designees that Chesham shall be entitled to nominate pursuant to Section 2(a) have been elected or appointed, as applicable, as directors, then Chesham shall have the right, at any time, to nominate for appointment such additional designee(s) to which Chesham is duly elected and qualifiedentitled, in which case Section 2(a) or until his or her earlier deathSection 2(c) hereof, resignation or removalas the case may be, shall apply. (e) Notwithstanding the provisions of this Section 2, the Xxxxxxx Xxxxxx Funds Chesham shall not be entitled to designate a Person as a nominee to the Board upon a written determination by the Nominating and Corporate Governance Committee Board or a duly authorized committee of the Company Board with director nominating responsibility (which determination shall set forth in writing reasonable grounds for such determinationdetermination and be promptly disclosed to Chesham) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, the Xxxxxxx Xxxxxx Funds Chesham shall be entitled to select a Person as a replacement nominee and the Company shall use its best efforts to cause such Person to be nominated as the Xxxxxxx Xxxxxx Chesham Nominee at the same meeting (or, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Other than with respect to the issue set forth a determination described in the preceding sentence, neither the Company nor any other party to this Agreement shall not have the right to, and shall use its best efforts to cause any other Person not to, object to any Xxxxxxx Xxxxxx Chesham Nominee. (f) So long as Xxxxxxx Xxxxxx Chesham beneficially owns 312.5% or more of the total number of shares Ordinary Shares outstanding, the Company shall not take, and shall use its best efforts to cause the Board to not, subject to any mandatory provision of Common Stock outstanding at Luxembourg law, take any timecorporate action to increase or decrease the eight-member size of the Board as of the date hereof without the prior written consent of Chesham. For the avoidance of doubt, no prior written consent shall be required for a decrease in the size of the Board pursuant to the terms of this Agreement or the terms of the agreements provided to Chesham pursuant to Section 10(a) of this Agreement; provided that such decrease in the size of the Board does not prevent Chesham from exercising all its rights under this Agreement. (g) So long as Chesham beneficially owns 12.5% or more of the total number of Ordinary Shares outstanding, the Company shall notify the Xxxxxxx Xxxxxx Funds Chesham in writing of the date on which proxy Shareholder meeting or Board meeting materials are expected to be mailed by the Company in connection with an election of directors at an annual or special general meeting of the Stockholders Shareholders or an appointment as a director at any Board meeting at which directors of the Company are to be appointed, as applicable (and the Company shall deliver such notice at least 60 days sixty (or 60) days, in the case of a meeting of the Shareholders, and seven (7) days, in the case of a Board meeting (other than with respect to the Board meeting at which the initial Chesham Nominee is appointed to the Board, in respect of which the Company shall deliver such notice to Chesham as soon as practicable following the Acquisition Date) (or, in each case, such shorter period to which the Xxxxxxx Xxxxxx Funds consentChesham consents, which consent need not be in writing)) prior to such expected mailing date or such earlier date as may be specified by the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery is necessary so as to ensure that such nominee may be included in such proxy Shareholder or Board meeting materials at the time such proxy Shareholder or Board meeting materials are mailed). The Company shall provide the Xxxxxxx Xxxxxx Funds Chesham with a reasonable opportunity to review and provide comments on any portion of the proxy meeting materials relating to the Xxxxxxx Xxxxxx Nominees Chesham Nominee or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Xxxxxxx Xxxxxx Funds Chesham of any opposition to a Xxxxxxx Xxxxxx Chesham Nominee sufficiently in advance of the date on which such proxy meeting materials are to be mailed by the Company in connection with such election or appointment, as the case may be, of directors so as to enable the Xxxxxxx Xxxxxx Funds Chesham to propose a replacement Xxxxxxx Xxxxxx Chesham Nominee, if necessary, in accordance with the terms of this Agreement, and the Xxxxxxx Xxxxxx Funds Chesham shall have 10 business days ten (10) Business Days from receipt of such notice to designate another nominee. (gh) In the event that the Xxxxxxx Xxxxxx Funds cease Chesham ceases to have the right to designate a person Person to serve as a director pursuant to this Section 2, the Xxxxxxx Xxxxxx Funds Chesham shall use its best efforts to cause the applicable Xxxxxxx Xxxxxx Chesham Nominee to resign immediatelyoffer his or her resignation for consideration by the Board as promptly as reasonably practicable. (hi) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate Articles of Incorporation Association shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.

Board Number; Board Nomination. (a) For so long as Xxxxxxx Xxxxxx beneficially owns 10% or more of Until the total number of shares of Common Stock outstandingFirst Threshold Date, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to nominate submit for nomination to the Board, two Board not less than three (23) directors, individuals and the Company shall include, and shall use its best efforts to cause obtain any necessary approvals from the Board, whether acting through the Compensation, Nominating and Corporate Governance Committee of the Board or otherwise, to include, other duly authorized committee of the Board and shall include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at or by which directors of the Company are to be elected, the up to two four individuals identified in advance by the Xxxxxxx Xxxxxx FundsFounding Shareholders. (b) For so long as Xxxxxxx Xxxxxx beneficially owns 3% or more but less than 10% of After the total number of shares of Common Stock outstandingFirst Threshold Date and until the Second Threshold Date, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to nominate submit for nomination to the Board, one Board five (15) director, individuals and the Company shall include, and shall use its best efforts to cause obtain any necessary approvals from the Board, whether acting through the Compensation, Nominating and Corporate Governance Committee of the Board or otherwise, to include, other duly authorized committee of the Board and shall include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the up to two individuals identified in advance by the Founding Shareholders. (c) After the Second Threshold Date and until the Third Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board not less than three (3) individuals and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in the slate of nominees recommended to the Stockholders for election as a director at any annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directors of the Company are to be elected, the one individual identified in advance by the Xxxxxxx Xxxxxx Funds Founding Shareholders (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(b2(c) hereof, the “Xxxxxxx Xxxxxx Founding Shareholder Nominees”). (cd) In the event that the Xxxxxxx Xxxxxx Funds Founding Shareholders have nominated less than the total number of designees individuals that the Xxxxxxx Xxxxxx Funds Founding Shareholders shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) or Section 2(b2(c), then the Xxxxxxx Xxxxxx Funds Founding Shareholders shall have the right, at any time, to nominate such additional designee(sindividual(s) to which the Xxxxxxx Xxxxxx Funds Founding Shareholders are entitled, in which case, the directors Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Xxxxxxx Xxxxxx Funds Founding Shareholders to so nominate such additional designees individuals and (2) designate nominate such additional designees nominated individuals identified by the Xxxxxxx Xxxxxx Funds Founding Shareholders to fill such newly created vacancies. (de) Vacancies arising through the death, resignation or removal of any Xxxxxxx Xxxxxx Founding Shareholder’s Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only with a Xxxxxxx Xxxxxx Founding Shareholder Nominee, and the director so chosen shall hold office until the next election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. (ef) Notwithstanding the provisions of this Section 2, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall not be entitled to designate a Person as a nominee to the Board upon a written determination by the Compensation, Nominating and Corporate Governance Committee of the Company Board or equivalent duly authorized committee of the Board with nominating responsibility (which determination shall set forth in writing reasonable grounds for such determination) that such Person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. In such an event, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall be entitled to select a Person as a replacement nominee and the Company shall use its best efforts to cause such Person to be nominated as the Xxxxxxx Xxxxxx Founding Shareholder Nominee at the same meeting (or, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Other than with respect to the issue set forth in the preceding sentencefirst sentence of this Section 2(f), neither the Company nor any other party to this Agreement shall have the right to object to any Xxxxxxx Xxxxxx Founding Shareholder Nominee. (f) So long . Notwithstanding anything in this Agreement to the contrary, no Founding Shareholder Nominee shall be required to qualify as Xxxxxxx Xxxxxx owns 3% an independent director under applicable rules or more regulations of the total number of U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock outstanding at any timeare listed. (g) Until the Third Threshold Date, the Company shall notify the Xxxxxxx Xxxxxx Funds Founding Shareholders in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Stockholders (and the Company shall deliver such notice at least 60 days (or such shorter period to which the Xxxxxxx Xxxxxx Funds Founding Shareholders consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified by the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery is necessary so as to ensure that such nominee may be included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Xxxxxxx Xxxxxx Funds Founding Shareholders with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Xxxxxxx Xxxxxx Founding Shareholder Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Xxxxxxx Xxxxxx Funds Founding Shareholders of any opposition to a Xxxxxxx Xxxxxx Founding Shareholder Nominee in accordance with Section 2(f) sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable the Xxxxxxx Xxxxxx Funds Founding Shareholders to propose a replacement Xxxxxxx Xxxxxx Founding Shareholder Nominee, if necessary, in accordance with the terms of this Agreement, and the Xxxxxxx Xxxxxx Funds Founding Shareholders shall have 10 business days to designate another nomineeidentify such replacement Founding Shareholder Nominee. (gh) The Company shall cause the Board to maintain a Compensation, Nominating and Corporate Governance Committee and subject to applicable laws and stock exchange regulations (including any phase in periods or other limitations thereunder), the Founding Shareholders shall have the right (but not the obligation) to have a Founding Shareholder Nominee that is then a director of the Company serves as a member of the Compensation, Nominating and Corporate Governance Committee. (i) In the event that the Xxxxxxx Xxxxxx Funds Founding Shareholders cease to have the right to designate a person to serve as a director requisite nomination rights pursuant to this Section 2, the Xxxxxxx Xxxxxx Funds Founding Shareholders shall use its their best efforts to cause the applicable Xxxxxxx Xxxxxx Founding Shareholder Nominee to resign immediatelyas promptly as practicable thereafter. (hj) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.