Common use of Board Number; Board Nomination Clause in Contracts

Board Number; Board Nomination. Until the Frrst Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board four (4) individuals and the Company shall obtain any necessary approvals from the Toard, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in tqe 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 Stockholdees) at which directors of the Company are to be elected, the up to four individuals identified in advance by the Founding Shareholderf. After the First Threshold Date and until the Second Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Boarv five (5) 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 shxll 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 directots of the Company are to be elected, the up to two individuals identified in advance by the Founding Shareholders. After the Second Threshold Date and until the Third Threshold Date, the Founding Shareholders shalf 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 necetsary 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 nominels 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 Stockholners) at which directors of the Company are to be elected, the one individual identified in advance by the Founding Shareholders (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(c) hereof, the “Founding Sharehojder Nominees”). In the event that the Founding Shareholders have nominated less than the total number of individuals that the Founding Shareholders shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) xr Section 2(c), then the Founding Shareholders shall have the right, at any time, to nominate such additional individual(s) to which the Founding Shareholders ara entitled, in which case, the Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Founding Sharehohders to so nominate such additional individuals and (2) nominate such additional individuals identified by the Founding Shareholders to fill sudh newly created vacancies. Vacancies arising through the death, resignation or removal of any Founding Shareholder’s Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only hith a 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 aer earlier death, resignation or removal. Notwithstanding the provisions of this Section 2, the Founding Shareholders shalt 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 Board rr equivalent duly authorized committee of the Board with nominating responsibility (which determination shall set forth in writiwg 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 Companv. In such an event, the Founding Shareholders shall be entitled to select a Person as a replacement nominee and the Company shall cause such Person to be nominated as the Founding Shareholder Nominee at the same meeting (ir, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Orher than with respect to the issue set forth in the first sentence of this Section 2(f), neither the Company nor any other party to this Agreement shall have the right to object to any Founding Shireholder Nominee. Notwithstanding anything in this Agreement to the contrary, no Founding Shareholder Nominee shall be required to qualify as an independent dmrector under applicable rules or regulations of the U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock are listed. Until the Third Threswold Date, the Company shall notify the Founding Shareholders in writing of the date on which proxy materials are expectqd 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 sunh notice at least 60 days (or such shorter period to which the Founding Shareholders consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified bj 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 bm included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Founding Shareholders wito a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Founding Shareholder Nominees or the rcghts and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall noqify the Founding Shareholders of any opposition to a Founding Shareholder Nominee in accordance with Section 2(f) sufficiently in advance of the date on which such proxy materizls are to be mailed by the Company in connection with such election of directors so as to enable the Founding Shareholders to propase a replacement Founding Shareholder Nominee, if necessary, in accordance with the terms of this Agreement, and the Founding Shareholders shall have 10 business days so identify such replacement Founding Shareholder Nominee. The Company shall cause the Board to maintain a Compensation, Nominating and Corporate Governance Committee and subject to applicable labs and stock exchange regulations (including any phase in periods or other limitations thereunder), the Founding Shareholders sxall have the right (but not the obligation) to have a Founding Shareholder Nominee that is then a director of the Company serve as a member of the Compensation, Nominating and Corporate Governance Committee. In the event that tne Founding Shareholders cease to have the requisite nomination rights pursuant to Section 2, the Founding Shareholders shall usd their best efforts to cause the applicable Founding Shareholder Nominee to resign as promptly as practicable thereafter. So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws ind 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. Until (a) For so long as the Frrst Threshold DateNew Notes Purchasers (together with their respective Affiliates and Related Funds) collectively beneficially own any Notes, the Founding Shareholders New Notes Purchasers (jointly and not individually) shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination nominate to the Board four one (41) individuals director (administrateur) as selected by the New Notes Purchasers (jointly and not individually) (the Company “New Notes Purchasers Nominee”), which New Notes Purchasers Nominee shall obtain any necessary approvals from promptly fill the Toard, existing vacancy on the Compensation, Nominating and Corporate Governance Committee Board at the next meeting of the Board or other duly authorized committee by written resolution of the Board, and the Board and shall (i) include such New Notes Purchasers Nominee in tqe the slate of nominees recommended to stockholders the shareholders of the Company (the “StockholdersShareholders”) for election (re-)election as a director (administrateur) at any each annual or special any other general meeting of the Stockholders (or, if permitted, by any Shareholders or action by written consent of the Stockholdees) at which directors (administrateurs) (including, for the avoidance of doubt, coopted directors (administrateusr coopté)) of the Company are to be elected, (ii) recommend that the up to four individuals identified Shareholders vote in advance by the Founding Shareholderf. After the First Threshold Date and until the Second Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Boarv five (5) individuals and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee favor of the Board or other duly authorized committee election of the Board and shxll include in the slate of nominees recommended to the Stockholders for election as a director such New Notes Purchasers Nominee at any annual or special each such general meeting of the Stockholders (or, if permitted, by any Shareholders or action by written consent of the Stockholders) at which directots of the Company directors (administrateurs) are to be elected, the up to two individuals identified in advance by the Founding Shareholders. After the Second Threshold Date and until the Third Threshold Date(iii) if applicable, the Founding Shareholders shalf 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 necetsary 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 nominels recommended to the Stockholders for election appoint such New Notes Purchasers Nominee as a director (administrateur) at any annual Board meeting or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholners) at which directors of the Company (administrateurs) are to be elected, the one individual identified in advance appointed by cooptation and whose final appointment shall be resolved by the Founding Shareholders general meeting of the Shareholders, and (any iv) otherwise support such individuals identified pursuant appointment of the New Notes Purchasers Nominee in a manner no less rigorous and favorable than the manner in which the Board supports its other nominees. (b) [Reserved] (c) Subject to the terms hereof including Section 2(a8(j), Section 2(b) or Section 2(c) hereof, the “Founding Sharehojder Nominees”). In the event that the Founding Shareholders have nominated less than the total number of individuals that the Founding Shareholders shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) xr Section 2(c), then the Founding Shareholders shall have the right, at any time, to nominate such additional individual(s) to which the Founding Shareholders ara entitled, in which case, the Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Founding Sharehohders to so nominate such additional individuals and (2) nominate such additional individuals identified by the Founding Shareholders to fill sudh newly created vacancies. Vacancies vacancies arising through the death, resignation or removal removal, for whatever reason, of any Founding Shareholder’s New Notes Purchasers Nominee who was nominated to the Board pursuant to this Section 2, 2 may be filled by the Board only hith with a Founding Shareholder New Notes Purchasers Nominee, and the director (administrateur) 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 of such New Notes Purchasers Nominee. (d) The New Notes Purchasers shall have the right to nominate a different individual to replace any then-existing New Notes Purchasers Nominee at any time. If the New Notes Purchasers desire to nominate a different individual to replace any then-existing New Notes Purchasers Nominee, then, at the request of the New Notes Purchasers, the Company (acting through the Board) shall work with the New Notes Purchasers in good faith to replace such New Notes Purchasers Nominee as promptly as practical with a replacement New Notes Purchasers Nominee selected by the New Notes Purchasers, and until his thereafter such individual shall as promptly as practicable be appointed as a New Notes Purchasers Nominee to the Board to replace such existing New Notes Purchasers Nominee by way of cooptation and pursuant to and in line with this Section 2. (e) The Parties acknowledge that the final decision to appoint a director (administrateur) or her successor is duly elected to confirm the appointment of a coopted director (administrateur coopté) belongs to the general meeting of the Shareholders of the Company, which remain free to accept or refuse the appointment of a New Notes Purchasers Nominee; provided, however, that the Company and qualifiedthe Board shall, at all times, use their reasonable best efforts to take all necessary and desirable actions to avoid any failure by the general meeting of the Shareholders to appoint or until his confirm a New Notes Purchasers Nominee (other than in the case of an uncontested violation of applicable law). In the event that the general meeting of the Shareholders of the Company fail to appoint or aer earlier deathconfirm any New Notes Purchasers Nominee, resignation the Company shall, as soon as practicable, use its reasonable best efforts to take all necessary and desirable actions (including, without limitation, calling special meetings of the Board and the Shareholders and recommending, supporting and soliciting Shareholder and Board approval) so that a New Notes Purchasers Nominee serves on the Board, subject to the New Notes Purchasers having designated a New Notes Purchasers Nominee pursuant to Section 2(a). For the avoidance of doubt, failure of the Shareholders to appoint or removal. confirm any New Notes Purchasers Nominee to the Board shall not affect the right of the New Notes Purchasers to nominate a New Notes Purchasers Nominee in any future election of directors (administrateurs). (f) Notwithstanding the provisions of this Section 2, the Founding Shareholders shalt New Notes Purchasers shall not be entitled to designate a Person as a nominee to the Board New Notes Purchasers Nominee upon a written determination by the Compensation, Nominating and Corporate Governance Committee of the Board rr equivalent or a duly authorized committee of the Board with director nominating responsibility (which determination shall set forth in writiwg 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 (administrateur) of the CompanvCompany. In such an event, the Founding Shareholders New Notes Purchasers shall be entitled to select a Person as a replacement nominee New Notes Purchasers Nominee and the Company shall use its reasonable best efforts to cause such Person to be nominated and appointed as the Founding Shareholder New Notes Purchasers Nominee at the same meeting (ir, if permitted, pursuant to or by the same action by written consent of the Stockholders) as such initial Person was to be nominated. Orher Other than with respect to the issue set forth in the first sentence of this Section 2(f)preceding sentence, neither the Company nor shall not have the right to, and shall use its reasonable best efforts to cause any other party Person not to, object to this Agreement shall any New Notes Purchasers Nominee. (g) In the event that the New Notes Purchasers cease to have the right to object appoint a New Notes Purchasers Nominee pursuant to any Founding Shireholder Nominee. Notwithstanding anything in this Agreement Section 2 or pursuant to the contrary, no Founding Shareholder Nominee shall be required to qualify as an independent dmrector under applicable rules or regulations of the U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock are listed. Until the Third Threswold Date, the Company shall notify the Founding Shareholders in writing of the date on which proxy materials are expectqd 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 sunh notice at least 60 days (or such shorter period to which the Founding Shareholders consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified bj 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 bm included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Founding Shareholders wito a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Founding Shareholder Nominees or the rcghts and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall noqify the Founding Shareholders of any opposition to a Founding Shareholder Nominee in accordance with Section 2(f) sufficiently in advance of the date on which such proxy materizls are to be mailed by the Company in connection with such election of directors so as to enable the Founding Shareholders to propase a replacement Founding Shareholder Nominee, if necessary, in accordance with the terms of this Agreement, and the Founding Shareholders shall have 10 business days so identify such replacement Founding Shareholder Nominee. The Company shall cause the Board to maintain a Compensation, Nominating and Corporate Governance Committee and subject to applicable labs and stock exchange regulations (including any phase in periods or other limitations thereunder8(j), the Founding Shareholders sxall have the right (but not the obligation) to have a Founding Shareholder Nominee that is then a director of the Company serve as a member of the Compensation, Nominating and Corporate Governance Committee. In the event that tne Founding Shareholders cease to have the requisite nomination rights pursuant to Section 2, the Founding Shareholders New Notes Purchasers shall usd use their best reasonable efforts to cause the applicable Founding Shareholder New Notes Purchasers Nominee to resign offer his or her or its resignation for consideration by the Board as promptly as practicable thereafterreasonably practicable, and in any case within five (5) Business Days from the date when the New Notes Purchasers cease to have the right to designate a New Notes Purchasers Nominee pursuant to this Section 2. The New Notes Purchasers shall use their reasonable efforts to coordinate such resignation with the Company’s counsel to ensure adequate communication of any replacement. (h) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws ind the Certificate Company shall not amend or modify its Articles of Incorporation shall accommodate and be subject to and not Association or other organizational documents in any respect conflict with manner that negates, limits or adversely affects, in each case in any material and disproportionate respect, any of the rights and obligations set forth hereinof the New Notes Purchasers provided hereunder.

Board Number; Board Nomination. Until the Frrst Threshold Date2.1 At all times until this Agreement terminates pursuant to Section 3.6, the Founding Shareholders Providence shall have the right (but not the obligation) to nominate one individual as a candidate for election to the Board so long as (1) there is not then serving on the Board another individual previously nominated pursuant to this Agreement (a “Prior Nominee”) unless such Prior Nominee has agreed in writing to submit for nomination to resign effective upon the Board four appointment of another individual nominated by Providence, (42) individuals such individual has been considered and approved by the Company shall obtain any necessary approvals from the Toard, the Compensation, Nominating and CSRA Nominating/Corporate Governance Committee based on criteria reasonably and consistently applied for Board eligibility for an issuer listed on the NYSE and (3) such individual meets the Director Qualification Standards contained in CSRA’s Corporate Governance Guidelines (an individual satisfying clauses (1) – (3), an “Eligible Nominee”). CSRA (i) shall use its best efforts to have an Eligible Nominee appointed promptly following receipt by CSRA of a written request from Providence to do so (which efforts shall include causing an increase in the size of the Board or other duly authorized committee of the Board Board, if necessary) and (ii) shall include such Eligible Nominee in tqe the slate of nominees recommended by the Board to stockholders of the Company (the “Stockholders”) CSRA Stockholders for election as a director at any the next (and if such Eligible Nominee is serving on the Board when the applicable proxy statement is filed and this Agreement has not terminated pursuant to Section 3.6, each subsequent) annual or special meeting of the CSRA Stockholders (or, if permitted, by any action by written consent of the StockholdeesCSRA Stockholders) at or by which directors of the Company CSRA are to be elected, provided, for purposes of this clause (ii), that such request is received at least five business days before CSRA’s proxy statement for such next annual or special meeting has been filed with the up to four individuals identified SEC. If Providence so requests in advance by the Founding Shareholderf. After the First Threshold Date and until the Second Threshold Datewriting, the Founding Shareholders CSRA shall have the right (but not the obligation1) pursuant to this Agreement to submit for nomination to the Boarv five (5) individuals and the Company shall obtain any necessary approvals from the Board, the Compensation, Nominating and Corporate Governance Committee notify Providence of the Board or other duly authorized committee date CSRA expects to file its proxy statement with the SEC in respect of the Board and shxll include in the slate of nominees recommended to the Stockholders for election as a director at any CSRA’s next anticipated annual or special meeting of the Stockholders (or, if permitted, by any action by written consent of the Stockholders) at which directots of the Company are to be elected, the up to two individuals identified in advance by the Founding Shareholders. After the Second Threshold Date and until the Third Threshold Date, the Founding Shareholders shalf 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 necetsary 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 nominels 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 Stockholners) at which directors of the Company are to be elected, the one individual identified in advance by the Founding Shareholders (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(c) hereof, the “Founding Sharehojder Nominees”). In the event that the Founding Shareholders have nominated less than the total number of individuals that the Founding Shareholders shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) xr Section 2(c), then the Founding Shareholders shall have the right, at any time, to nominate such additional individual(s) to which the Founding Shareholders ara entitled, in which case, the Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Founding Sharehohders to so nominate such additional individuals stockholders and (2) nominate not reschedule such additional individuals identified by the Founding Shareholders SEC filing to fill sudh newly created vacancies. Vacancies arising through the death, resignation or removal of any Founding Shareholder’s Nominee who was nominated an earlier date without providing notice to the Board pursuant to this Section 2, may be filled by the Board only hith a 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 aer earlier death, resignation or removal. Notwithstanding the provisions of this Section 2, the Founding Shareholders shalt 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 Board rr equivalent duly authorized committee of the Board with nominating responsibility (which determination shall set forth in writiwg 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 Companv. In such an event, the Founding Shareholders shall be entitled to select a Person as a replacement nominee and the Company shall cause such Person to be nominated as the Founding Shareholder Nominee at the same meeting (ir, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Orher than with respect to the issue set forth in the first sentence of this Section 2(f), neither the Company nor any other party to this Agreement shall have the right to object to any Founding Shireholder Nominee. Notwithstanding anything in this Agreement to the contrary, no Founding Shareholder Nominee shall be required to qualify as an independent dmrector under applicable rules or regulations of the U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock are listed. Until the Third Threswold Date, the Company shall notify the Founding Shareholders in writing of the date on which proxy materials are expectqd 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 sunh notice Providence at least 60 ten business days (or such shorter period to which the Founding Shareholders consent, which consent need not be in writing) prior to such expected mailing date rescheduled filing date. 2.2 If an individual nominated by Providence is determined not to be an Eligible Nominee or such earlier date as may be specified bj the Company reasonably in advance of such earlier delivery date on the basis that such earlier delivery if an Eligible Nominee nominated by Providence is necessary so as to ensure that such nominee may bm included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Founding Shareholders wito a reasonable opportunity to review and provide comments on any portion of the proxy materials relating not appointed to the Founding Shareholder Nominees or Board, CSRA shall notify Providence promptly in writing and, for the rcghts and obligations provided under this Agreement and avoidance of doubt, Providence will be permitted to discuss any such comments with the Company. The Company shall noqify the Founding Shareholders of any opposition continue to a Founding Shareholder Nominee propose individuals for nomination in accordance with Section 2(f) sufficiently in advance 2.1. 2.3 Upon termination of the date on which such proxy materizls are this Agreement or if a Prior Nominee ceases to be mailed by the Company in connection with such election of directors so as to enable the Founding Shareholders to propase a replacement Founding Shareholder an Eligible Nominee, if necessary, in accordance with the terms of this Agreement, and the Founding Shareholders Providence shall have 10 business days so identify such replacement Founding Shareholder Nominee. The Company shall cause the Board to maintain a Compensation, Nominating and Corporate Governance Committee and subject to applicable labs and stock exchange regulations (including any phase in periods or other limitations thereunder), the Founding Shareholders sxall have the right (but not the obligation) to have a Founding Shareholder Nominee that is then a director of the Company serve as a member of the Compensation, Nominating and Corporate Governance Committee. In the event that tne Founding Shareholders cease to have the requisite nomination rights pursuant to Section 2, the Founding Shareholders shall usd their use its best efforts to cause the applicable Founding Shareholder Nominee its nominee to resign as promptly as practicable thereafter. So long as this Agreement shall remain in effect, subject to applicable legal requirements, from the Bylaws ind the Certificate of Incorporation shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth hereinBoard immediately.

Board Number; Board Nomination. (a) Until the Frrst First Threshold Date, the Founding Shareholders Altaris Funds shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board four three (43) individuals and the Company shall obtain any necessary approvals from the ToardBoard, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in tqe 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 StockholdeesStockholders) at which directors of the Company are to be elected, the up to four such individuals identified in advance by the Founding Shareholderf. Altaris Funds. (b) After the First Threshold Date and until the Second Threshold Date, the Founding Shareholders Altaris Funds shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Boarv five Board two (52) 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 shxll 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 directots directors of the Company are to be elected, the up to two such individuals identified in advance by the Founding Shareholders. Altaris Funds. (c) After the Second Threshold Date and until the Third Threshold Date, the Founding Shareholders shalf Altaris Funds shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board three one (31) individuals individual and the Company shall obtain any necetsary 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 nominels 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 StockholnersStockholders) at which directors of the Company are to be elected, the one such individual identified in advance by the Founding Shareholders Altaris Funds (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(c) hereof, the “Founding Sharehojder Altaris Nominees”). . (d) In the event that the Founding Shareholders Altaris Funds have nominated less than the total number of individuals that the Founding Shareholders Altaris Funds shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) xr or Section 2(c), then the Founding Shareholders Altaris Funds shall have the right, at any time, to nominate such additional individual(s) to which the Founding Shareholders ara Altaris Funds are entitled, in which case, the Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Founding Sharehohders Altaris Funds to so nominate such additional individuals and (2) nominate obtain any necessary approvals and include such additional individuals identified by Altaris Nominee(s) in the Founding Shareholders slate of nominees recommended to Stockholders to fill sudh such newly created vacancies. . (e) Vacancies arising through the death, resignation or removal of any Founding Shareholder’s Altaris Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only hith a Founding Shareholder with an 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 aer her earlier death, resignation or removal. . (f) Notwithstanding the provisions of this Section 2, the Founding Shareholders shalt 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 Board rr or equivalent duly authorized committee of the Board with nominating responsibility (which determination shall set forth in writiwg 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 CompanvCompany. In such an event, the Founding Shareholders Altaris Funds shall be entitled to select a Person as a replacement nominee and the Company shall cause such Person to be nominated as the Founding Shareholder Altaris Nominee at the same meeting (iror, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Orher Other than with respect to the issue set forth in the first sentence of this Section 2(f), neither the Company nor any other party to this Agreement shall have the right to object to any Founding Shireholder Altaris Nominee. Notwithstanding anything in this Agreement to the contrary, no Founding Shareholder Altaris Nominee shall be required to qualify as an independent dmrector director under applicable rules or regulations of the U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock are listed. . (g) Until the Third Threswold Threshold Date, the Company shall notify the Founding Shareholders Altaris Funds in writing of the date on which proxy materials are expectqd 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 sunh such notice at least 60 days (or such shorter period to which the Founding Shareholders Altaris Funds consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified bj 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 bm be included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Founding Shareholders wito Altaris Funds with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Founding Shareholder Altaris Nominees or the rcghts rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall noqify notify the Founding Shareholders Altaris Funds of any opposition to a Founding Shareholder an Altaris Nominee in accordance with Section 2(f) sufficiently in advance of the date on which such proxy materizls materials are to be mailed by the Company in connection with such election of directors so as to enable the Founding Shareholders Altaris Funds to propase propose a replacement Founding Shareholder Altaris Nominee, if necessary, in accordance with the terms of this Agreement, and the Founding Shareholders Altaris Funds shall have 10 business days so to identify such replacement Founding Shareholder Altaris Nominee. . (h) 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 labs laws and stock exchange regulations (including any phase in periods or other limitations thereunder), the Founding Shareholders sxall Altaris Funds shall have the right (but not the obligation) to have a Founding Shareholder an Altaris Nominee that is then a director of the Company serve as a member of the Compensation, Nominating and Corporate Governance Committee. Committee (or equivalent duly authorized committee of the Board). (i) In the event that tne Founding Shareholders the Altaris Funds cease to have the requisite nomination rights pursuant to this Section 2, the Founding Shareholders Altaris Funds shall usd use their best efforts to cause the applicable Founding Shareholder Altaris Nominee to resign as promptly as practicable thereafter. . (j) 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 ind 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) Until the Frrst First Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Board four (4) individuals and the Company shall obtain any necessary approvals from the ToardBoard, the Compensation, Nominating and Corporate Governance Committee of the Board or other duly authorized committee of the Board and shall include in tqe 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 StockholdeesStockholders) at which directors of the Company are to be elected, the up to four individuals identified in advance by the Founding Shareholderf. Shareholders. 1 | Page (b) After the First Threshold Date and until the Second Threshold Date, the Founding Shareholders shall have the right (but not the obligation) pursuant to this Agreement to submit for nomination to the Boarv Board five (5) 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 shxll 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 directots 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 shalf 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 necetsary 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 nominels 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 StockholnersStockholders) at which directors of the Company are to be elected, the one individual identified in advance by the Founding Shareholders (any such individuals identified pursuant to Section 2(a), Section 2(b) or Section 2(c) hereof, the “Founding Sharehojder Shareholder Nominees”). . (d) In the event that the Founding Shareholders have nominated less than the total number of individuals that the Founding Shareholders shall be entitled to nominate pursuant to this Section 2(a), Section 2(b) xr or Section 2(c), then the Founding Shareholders shall have the right, at any time, to nominate such additional individual(s) to which the Founding Shareholders ara are entitled, in which case, the Company shall cause the Board to take all necessary corporate action to (1) increase the size of the Board as required to enable the Founding Sharehohders Shareholders to so nominate such additional individuals and (2) nominate such additional individuals identified by the Founding Shareholders to fill sudh such newly created vacancies. . (e) Vacancies arising through the death, resignation or removal of any Founding Shareholder’s Nominee who was nominated to the Board pursuant to this Section 2, may be filled by the Board only hith with a 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 aer her earlier death, resignation or removal. . (f) Notwithstanding the provisions of this Section 2, the Founding Shareholders shalt 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 Board rr or equivalent duly authorized committee of the Board with nominating responsibility (which determination shall set forth in writiwg 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 CompanvCompany. In such an event, the Founding Shareholders shall be entitled to select a Person as a replacement nominee and the Company shall cause such Person to be nominated as the Founding Shareholder Nominee at the same meeting (iror, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person was to be nominated. Orher Other than with respect to the issue set forth in the first sentence of this Section 2(f), neither the Company nor any other party to this Agreement shall have the right to object to any Founding Shireholder Shareholder Nominee. Notwithstanding anything in this Agreement to the contrary, no Founding Shareholder Nominee shall be required to qualify as an independent dmrector director under applicable rules or regulations of the U.S. Securities and Exchange Commission or a stock exchange on which shares of Common Stock are listed. . (g) Until the Third Threswold Threshold Date, the Company shall notify the Founding Shareholders in writing of the date on which proxy materials are expectqd 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 sunh such notice at least 60 days (or such shorter period to which the Founding Shareholders consent, which consent need not be in writing) prior to such expected mailing date or such earlier date as may be specified bj 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 bm be included in such proxy materials at the time such proxy materials are mailed). The Company shall provide the Founding Shareholders wito with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Founding Shareholder Nominees or the rcghts rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall noqify notify the Founding Shareholders of any opposition to a Founding Shareholder Nominee in accordance with Section 2(f) sufficiently in advance of the date on which such proxy materizls materials are to be mailed by the Company in connection with such election of directors so as to enable the Founding Shareholders to propase propose a replacement Founding Shareholder Nominee, if necessary, in accordance with the terms of this Agreement, and the Founding Shareholders shall have 10 business days so to identify such replacement Founding Shareholder Nominee. . (h) The Company shall cause the Board to maintain a Compensation, Nominating and Corporate Governance Committee and subject to applicable labs laws and stock exchange regulations (including any phase in periods or other limitations thereunder), the Founding Shareholders sxall shall have the right (but not the obligation) to have a Founding Shareholder Nominee that is then a director of the Company serve as a member of the Compensation, Nominating and Corporate Governance Committee. In the event that tne Founding Shareholders cease to have the requisite nomination rights pursuant to Section 2, the Founding Shareholders shall usd their best efforts to cause the applicable Founding Shareholder Nominee to resign as promptly as practicable thereafter. So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws ind the Certificate of Incorporation shall accommodate and be subject to and not in any respect conflict with the rights and obligations set forth herein.