Common use of Board of Directors and Related Matters Clause in Contracts

Board of Directors and Related Matters. (a) The Investors and the Company hereby acknowledge and agree that: (i) The Nominating Committee (the “Nominating Committee”) of the Board will recommend for nomination and the Board will nominate Xxxxxx Xxxxxxxxx (the “Iroquois Director”), H. Xxxxxx Xxxxxx, Xxxxxx X. Xxxx, and Xxxxxxx Xxxxxx (the Iroquois Director together with Messrs. Xxxxxx, Xxxx and Onghai, the “2014 Nominees”) for election at the 2014 Annual Meeting and will recommend a vote for the 2014 Nominees and solicit proxies from the Company’s stockholders for the election of the 2014 Nominees at the 2014 Annual Meeting. The Company agrees that it shall hold the 2014 Annual Meeting no later than December 31, 2014. If for any reason the Iroquois Director shall die or withdraw as a nominee prior to appointment or election, as the case may be, a replacement nominee proposed by the Investors and reasonably acceptable to the Company shall be substituted consistent with the provisions of clause (ii) hereof. As of the date of this Agreement, the Iroquois Director is appointed as an observer to the Board until the 2014 Annual Meeting. The Iroquois Director will (i) receive copies of all notices and written information furnished to the full Board, reasonably in advance of each meeting to the extent practicable, and (ii) be permitted to be present at all meetings of the full Board (whether by telephone or in person). Notwithstanding the foregoing, the Iroquois Director agrees not to purchase or sell securities of the Company in any way, shape or form, directly or indirectly, publicly or privately, while in possession of material, nonpublic information or from communicating such material, nonpublic information to any person during his or her service as an observer of the Board. (ii) To the extent the Iroquois Director resigns for any reason other than pursuant to Section 6 or is otherwise unable to serve as a director or is removed as a director by the stockholders of the Company, in each case, during the Standstill Period, the Investors shall be entitled to designate, for consideration by the Nominating Committee as a replacement for such Iroquois Director, an individual who (A) qualifies as “independent” pursuant to NYSE listing standards and (B) has relevant business and financial experience. The Nominating Committee, consistent with its fiduciary duties, shall consider such candidate within ten (10) business days after a completed customary director and officer questionnaire has been received by the Nominating Committee, and the Board shall appoint such candidate if approved by the Nominating Committee (whose approval and appointment shall not be unreasonably withheld) within five (5) business days (any such replacement director appointed in accordance with the provisions of this Section 1(a)(ii) shall be referred to as an “Iroquois Director” for the purposes of this Agreement). In the event the Nominating Committee shall decline to recommend any candidate designated by the Investors, the Investors may propose one or more replacement designees, subject to the above criteria. As a condition to commencement of a term on the Board (or nomination therefor), the replacement Iroquois Director shall provide to the Company an irrevocable letter of resignation described below in Section 6. (iii) Promptly following the conclusion of the 2014 Annual Meeting, but in any event no later than fifteen (15) business days thereafter, the Board will take all action necessary to appoint the Iroquois Director to at least one committee of the Board. (iv) The Iroquois Director hereby agrees and consents to be named as a nominee in the Company’s proxy statement for the 2014 Annual Meeting and to serve as a director if elected. (v) The Iroquois Director hereby agrees to promptly submit a complete personal history disclosure (and entity history disclosure, if applicable) and other application materials as required by the NJ Division of Gaming Enforcement. In the event that the NJ Division of Gaming Enforcement deems the Iroquois Director unsuitable, the Iroquois Director hereby agrees to promptly resign as a director of the Company. (vi) The Company shall reimburse the Investors for their reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the matters related to the 2014 Annual Meeting and the negotiation and execution of this Agreement, including the filing of a Schedule 13D in connection with this Agreement, provided that such reimbursement shall not exceed one-hundred thousand dollars ($100,000) in the aggregate. (b) Upon execution of this Agreement, the Investors hereby irrevocably withdraw the Nomination Letter and any and all related materials and notices submitted to the Company in connection therewith or otherwise related to the 2014 Annual Meeting and filed by it on its behalf with the SEC or furnished to stockholders of the Company. Each of the Investors and its Affiliates and Associates shall, and shall cause each of their Affiliates and Associates to, immediately cease all efforts, direct or indirect, in furtherance of the Nomination Letter and any related solicitation in connection therewith. (c) Each of the Investors and its Affiliates and Associates hereby agree to abide by the MGT Share Dealing Code, which prohibits, among other transactions, shorting of MGT stock, holding MGT stock in a margin account, and certain other hedging techniques.

Board of Directors and Related Matters. (a) The Investors and the Company hereby acknowledge and agree that: (i) Xxxxx Xxxxxx will not stand for re-election as a class I director at the 2014 Annual Meeting and Xxxxxxx Xxxxxxx will resign from the Board immediately following the 2014 Annual Meeting. (ii) The Board shall take all action necessary immediately following the 2014 Annual Meeting to appoint Xxxxxxx Xxxx, as a class III director to serve as a director of the Company until his successors are duly elected and qualified, subject to the terms of this Agreement. (iii) The Nominating Committee (the “Nominating Committee”) of the Board will recommend for nomination and the Board will nominate Xxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx (the “Iroquois Director”), H. Xxxxxx Xxxxxx, Xxxxxx X. Xxxx, and Xxxxxxx Xxxxxx (the Iroquois Director together with Messrs. Xxxxxx, Xxxx and Onghaicollectively, the “2014 Nominees”) for election as class I directors at the 2014 Annual Meeting and will recommend a vote for the 2014 Nominees and solicit proxies from the Company’s stockholders for the election of the 2014 Nominees at the 2014 Annual Meeting. The Company agrees that it shall hold the 2014 Annual Meeting no later than December July 31, 2014. If for any reason the Iroquois Director Xxxxxxx Xxxx or Xxxxxx Xxxxxxxxx shall die or withdraw as a nominee prior to appointment or election, as the case may be, a replacement nominee proposed by the Investors and reasonably acceptable to the Company shall be substituted consistent with the provisions of clause (iiiv) hereof. As of the date of this Agreement, the Iroquois Director is appointed Xxxxxxx Xxxx or Xxxxxx Xxxxxxxxx are referred to herein individually as an observer to “Investor Director” and collectively as the Board until the 2014 Annual Meeting. The Iroquois Director will (i) receive copies of all notices and written information furnished to the full Board, reasonably in advance of each meeting to the extent practicable, and (ii) be permitted to be present at all meetings of the full Board (whether by telephone or in person“Investor Directors”). Notwithstanding the foregoing, the Iroquois Director agrees not to purchase or sell securities of the Company in any way, shape or form, directly or indirectly, publicly or privately, while in possession of material, nonpublic information or from communicating such material, nonpublic information to any person during his or her service as an observer of the Board. (iiiv) To the extent the Iroquois an Investor Director resigns for any reason other than pursuant to Section 6 or is otherwise unable to serve as a director or is removed as a director by the stockholders of the Company, in each case, during the Standstill Period, the Investors shall be entitled to designate, for consideration by the Nominating Committee as a replacement for such Iroquois Investor Director, an individual who (A) qualifies as “independent” pursuant to NYSE listing standards and under the rules of the Nasdaq Stock Market, (B) has relevant business and financial experience, and (C) is qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”). The Nominating Committee, consistent with its fiduciary duties, shall consider such candidate within ten (10) business days after a completed customary director and officer questionnaire has been received by the Nominating Committee, and the Board shall appoint such candidate if approved by the Nominating Committee (whose approval and appointment shall not be unreasonably withheld) within five (5) business days (any such replacement director appointed in accordance with the provisions of this Section 1(a)(ii1(a)(iv) shall be referred to as an “Iroquois Investor Director” for the purposes of this Agreement). In the event the Nominating Committee shall decline to recommend any candidate designated by the Investors, the Investors may propose one or more replacement designees, subject to the above criteria. As a condition to commencement of a term on the Board (or nomination therefor), the each replacement Iroquois Investor Director shall provide to the Company an irrevocable letter of resignation described below in Section 6. (iiiv) Promptly following the conclusion of the 2014 Annual Meeting, but in any event no later than fifteen (15) business days thereafter, the Board will take all action necessary to create a strategy committee of the Board (the “Strategy Committee”). The Strategy Committee will be comprised of six non-management members of the Board, each of whom is “independent” under the rules of the Nasdaq Stock Market and two of whom shall be the Investor Directors. The Strategy Committee shall have two Co-Chairmen, one of whom shall be an Investor Director. The Strategy Committee will function in accordance with the terms hereof until disbanded on Board action any time after the expiration of the Standstill Period. (vi) Promptly following the conclusion of the 2014 Annual Meeting, but in any event no later than fifteen (15) business days thereafter, the Board will take all action necessary to appoint the Iroquois one Investor Director to at least the Audit Committee of the Board and one committee Investor Director to the Corporate Governance Committee of the Board. (ivvii) The Iroquois Director Xxxxxx Xxxxxxxxx hereby agrees and consents to be named as a nominee in the Company’s proxy statement for the 2014 Annual Meeting and to serve as a class I director if elected. (vviii) The Iroquois Director hereby agrees to promptly submit a complete personal history disclosure (and entity history disclosure, if applicable) and other application materials as required by the NJ Division of Gaming Enforcement. In the event that the NJ Division of Gaming Enforcement deems the Iroquois Director unsuitable, the Iroquois Director hereby agrees to promptly resign as a director of the Company. (vi) The Company shall reimburse the Investors for their reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the matters related to the 2014 Annual Meeting and the negotiation and Upon execution of this Agreement, including the filing of a Schedule 13D Company will promptly pay to the Investors their legal and advisory fees in connection with this Agreement, invoices for which shall be provided that to the Company. For the avoidance of doubt, such reimbursement legal and advisory fees shall not exceed one-hundred thousand dollars ($100,000) in the aggregate85,000. (b) Upon execution of this Agreement, the Investors hereby irrevocably withdraw the Nomination Letter and any and all related materials and notices submitted to the Company in connection therewith and in any solicitation materials concerning the foregoing or otherwise related to the 2014 Annual Meeting and filed by it on its behalf with the SEC or furnished to stockholders of the Company. Each of the Investors and its Affiliates and Associates shall, and shall cause each of their Affiliates and Associates to, immediately cease all efforts, direct or indirect, in furtherance of the Nomination Letter Letter, the Investors Preliminary Proxy Statement and any related solicitation in connection therewith. (c) The Investors irrevocably withdraw their demand for a stockholder list, and other materials and books and records pursuant to Section 220 of the DGCL or otherwise, and shall promptly return (and, to the extent such materials may be held by parties not members of the Investors, shall cause such parties to promptly return) to the Company all materials and summaries or duplicates thereof that have been delivered to the Investors or their respective representatives on or prior to the date hereof. (d) Each of the Investors Nominees shall at all times while such Investor Nominee is a director of the Company comply with the provisions of this Agreement and all policies and guidelines of the Board, any committees thereof or the Company applicable to Board members. Each Investor Director acknowledges that his or her obligations under this Agreement are in addition to the fiduciary and common law duties of any director of a Delaware corporation. (e) The Investors shall promptly file an amendment to the Schedule 13D, originally filed on November 21, 2014, as amended by Amendment No 1 thereto filed on February 11, 2014 (the “Schedule 13D”) reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Investors shall provide to the Company a reasonable opportunity to review and comment on such amendment in advance of filing, and shall consider in good faith the reasonable and timely comments of the Company. (f) While serving as members of the Board, the Investor Directors will receive the same benefits of directors’ and officers’ insurance and any indemnity and exculpation arrangements available generally to the other Board members and shall be compensated for their service as directors and shall be reimbursed for their expenses on the same basis as all other non-employee directors of the Company are compensated and reimbursed. (g) As promptly as possible, and in any event within one (1) business day, Iroquois shall notify the Company when the Investors, together with all Affiliates, cease collectively to beneficially own at least 5%, 4% and 3% of the outstanding shares (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) of Common Stock (determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended). (h) The Company will use its Affiliates and Associates hereby agree commercially reasonable efforts to abide reduce the size of the board to nine (9) members by the MGT Share Dealing Code, which prohibits, among other transactions, shorting end of MGT stock, holding MGT stock in a margin account, and certain other hedging techniquesthe 2016 annual meeting of stockholders of the Company.

Board of Directors and Related Matters. (a) The Investors and the Company hereby acknowledge and agree that: (i) The Nominating Committee (the “Nominating Committee”) of the Board will recommend for nomination and the Board will nominate Xxxxxx Jxxxxx Xxxxxxxxx (the “Iroquois Director”), H. Xxxxxx Rxxxxx Xxxxxx, Xxxxxx Rxxxxx X. Xxxx, and Xxxxxxx Mxxxxxx Xxxxxx (the Iroquois Director together with Messrs. XxxxxxHxxxxx, Xxxx and Onghai, the “2014 Nominees”) for election at the 2014 Annual Meeting and will recommend a vote for the 2014 Nominees and solicit proxies from the Company’s stockholders for the election of the 2014 Nominees at the 2014 Annual Meeting. The Company agrees that it shall hold the 2014 Annual Meeting no later than December 31, 2014. If for any reason the Iroquois Director shall die or withdraw as a nominee prior to appointment or election, as the case may be, a replacement nominee proposed by the Investors and reasonably acceptable to the Company shall be substituted consistent with the provisions of clause (ii) hereof. As of the date of this Agreement, the Iroquois Director is appointed as an observer to the Board until the 2014 Annual Meeting. The Iroquois Director will (i) receive copies of all notices and written information furnished to the full Board, reasonably in advance of each meeting to the extent practicable, and (ii) be permitted to be present at all meetings of the full Board (whether by telephone or in person). Notwithstanding the foregoing, the Iroquois Director agrees not to purchase or sell securities of the Company in any way, shape or form, directly or indirectly, publicly or privately, while in possession of material, nonpublic information or from communicating such material, nonpublic information to any person during his or her service as an observer of the Board. (ii) To the extent the Iroquois Director resigns for any reason other than pursuant to Section 6 or is otherwise unable to serve as a director or is removed as a director by the stockholders of the Company, in each case, during the Standstill Period, the Investors shall be entitled to designate, for consideration by the Nominating Committee as a replacement for such Iroquois Director, an individual who (A) qualifies as “independent” pursuant to NYSE listing standards and (B) has relevant business and financial experience. The Nominating Committee, consistent with its fiduciary duties, shall consider such candidate within ten (10) business days after a completed customary director and officer questionnaire has been received by the Nominating Committee, and the Board shall appoint such candidate if approved by the Nominating Committee (whose approval and appointment shall not be unreasonably withheld) within five (5) business days (any such replacement director appointed in accordance with the provisions of this Section 1(a)(ii) shall be referred to as an “Iroquois Director” for the purposes of this Agreement). In the event the Nominating Committee shall decline to recommend any candidate designated by the Investors, the Investors may propose one or more replacement designees, subject to the above criteria. As a condition to commencement of a term on the Board (or nomination therefor), the replacement Iroquois Director shall provide to the Company an irrevocable letter of resignation described below in Section 6. (iii) Promptly following the conclusion of the 2014 Annual Meeting, but in any event no later than fifteen (15) business days thereafter, the Board will take all action necessary to appoint the Iroquois Director to at least one committee of the Board. (iv) The Iroquois Director hereby agrees and consents to be named as a nominee in the Company’s proxy statement for the 2014 Annual Meeting and to serve as a director if elected. (v) The Iroquois Director hereby agrees to promptly submit a complete personal history disclosure (and entity history disclosure, if applicable) and other application materials as required by the NJ Division of Gaming Enforcement. In the event that the NJ Division of Gaming Enforcement deems the Iroquois Director unsuitable, the Iroquois Director hereby agrees to promptly resign as a director of the Company. (vi) The Company shall reimburse the Investors for their reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the matters related to the 2014 Annual Meeting and the negotiation and execution of this Agreement, including the filing of a Schedule 13D in connection with this Agreement, provided that such reimbursement shall not exceed one-hundred thousand dollars ($100,000) in the aggregate. (b) Upon execution of this Agreement, the Investors hereby irrevocably withdraw the Nomination Letter and any and all related materials and notices submitted to the Company in connection therewith or otherwise related to the 2014 Annual Meeting and filed by it on its behalf with the SEC or furnished to stockholders of the Company. Each of the Investors and its Affiliates and Associates shall, and shall cause each of their Affiliates and Associates to, immediately cease all efforts, direct or indirect, in furtherance of the Nomination Letter and any related solicitation in connection therewith. (c) Each of the Investors and its Affiliates and Associates hereby agree to abide by the MGT Share Dealing Code, which prohibits, among other transactions, shorting of MGT stock, holding MGT stock in a margin account, and certain other hedging techniques.

Board of Directors and Related Matters. (a) The Investors and the Company hereby acknowledge and agree that: (i) Xxxxx Xxxxxx will not stand for re-election as a class I director at the 2014 Annual Meeting and Xxxxxxx Xxxxxxx will resign from the Board immediately following the 2014 Annual Meeting. (ii) The Board shall take all action necessary immediately following the 2014 Annual Meeting to appoint Xxxxxxx Xxxx, as a class III director to serve as a director of the Company until his successors are duly elected and qualified, subject to the terms of this Agreement. (iii) The Nominating Committee (the “Nominating Committee”) of the Board will recommend for nomination and the Board will nominate Xxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx (the “Iroquois Director”), H. Xxxxxx Xxxxxx, Xxxxxx X. Xxxx, and Xxxxxxx Xxxxxx (the Iroquois Director together with Messrs. Xxxxxx, Xxxx and Onghaicollectively, the “2014 Nominees”) for election as class I directors at the 2014 Annual Meeting and will recommend a vote for the 2014 Nominees and solicit proxies from the Company’s stockholders for the election of the 2014 Nominees at the 2014 Annual Meeting. The Company agrees that it shall hold the 2014 Annual Meeting no later than December July 31, 2014. If for any reason the Iroquois Director Xxxxxxx Xxxx or Xxxxxx Xxxxxxxxx shall die or withdraw as a nominee prior to appointment or election, as the case may be, a replacement nominee proposed by the Investors and reasonably acceptable to the Company shall be substituted consistent with the provisions of clause (iiiv) hereof. As of the date of this Agreement, the Iroquois Director is appointed Xxxxxxx Xxxx or Xxxxxx Xxxxxxxxx are referred to herein individually as an observer to “Investor Director” and collectively as the Board until the 2014 Annual Meeting. The Iroquois Director will (i) receive copies of all notices and written information furnished to the full Board, reasonably in advance of each meeting to the extent practicable, and (ii) be permitted to be present at all meetings of the full Board (whether by telephone or in person“Investor Directors”). Notwithstanding the foregoing, the Iroquois Director agrees not to purchase or sell securities of the Company in any way, shape or form, directly or indirectly, publicly or privately, while in possession of material, nonpublic information or from communicating such material, nonpublic information to any person during his or her service as an observer of the Board. (iiiv) To the extent the Iroquois an Investor Director resigns for any reason other than pursuant to Section 6 or is otherwise unable to serve as a director or is removed as a director by the stockholders of the Company, in each case, during the Standstill Period, the Investors shall be entitled to designate, for consideration by the Nominating Committee as a replacement for such Iroquois Investor Director, an individual who (A) qualifies as “independent” pursuant to NYSE listing standards and under the rules of the Nasdaq Stock Market, (B) has relevant business and financial experience, and (C) is qualified to serve as a director under the Delaware General Corporation Law (the “DGCL”). The Nominating Committee, consistent with its fiduciary duties, shall consider such candidate within ten (10) business days after a completed customary director and officer questionnaire has been received by the Nominating Committee, and the Board shall appoint such candidate if approved by the Nominating Committee (whose approval and appointment shall not be unreasonably withheld) within five (5) business days (any such replacement director appointed in accordance with the provisions of this Section 1(a)(ii1(a)(iv) shall be referred to as an “Iroquois Investor Director” for the purposes of this Agreement). In the event the Nominating Committee shall decline to recommend any candidate designated by the Investors, the Investors may propose one or more replacement designees, subject to the above criteria. As a condition to commencement of a term on the Board (or nomination therefor), the each replacement Iroquois Investor Director shall provide to the Company an irrevocable letter of resignation described below in Section 6. (iiiv) Promptly following the conclusion of the 2014 Annual Meeting, but in any event no later than fifteen (15) business days thereafter, the Board will take all action necessary to create a strategy committee of the Board (the “Strategy Committee”). The Strategy Committee will be comprised of six non-management members of the Board, each of whom is “independent” under the rules of the Nasdaq Stock Market and two of whom shall be the Investor Directors. The Strategy Committee shall have two Co-Chairmen, one of whom shall be an Investor Director. The Strategy Committee will function in accordance with the terms hereof until disbanded on Board action any time after the expiration of the Standstill Period. (vi) Promptly following the conclusion of the 2014 Annual Meeting, but in any event no later than fifteen (15) business days thereafter, the Board will take all action necessary to appoint the Iroquois one Investor Director to at least the Audit Committee of the Board and one committee Investor Director to the Corporate Governance Committee of the Board. (ivvii) The Iroquois Director Xxxxxx Xxxxxxxxx hereby agrees and consents to be named as a nominee in the Company’s proxy statement for the 2014 Annual Meeting and to serve as a class I director if elected. (vviii) The Iroquois Director hereby agrees to promptly submit a complete personal history disclosure (and entity history disclosure, if applicable) and other application materials as required by the NJ Division of Gaming Enforcement. In the event that the NJ Division of Gaming Enforcement deems the Iroquois Director unsuitable, the Iroquois Director hereby agrees to promptly resign as a director of the Company. (vi) The Company shall reimburse the Investors for their reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the matters related to the 2014 Annual Meeting and the negotiation and Upon execution of this Agreement, including the filing of a Schedule 13D Company will promptly pay to the Investors their legal and advisory fees in connection with this Agreement, invoices for which shall be provided that to the Company. For the avoidance of doubt, such reimbursement legal and advisory fees shall not exceed one-hundred thousand dollars ($100,000) in the aggregate85,000. (b) Upon execution of this Agreement, the Investors hereby irrevocably withdraw the Nomination Letter and any and all related materials and notices submitted to the Company in connection therewith and in any solicitation materials concerning the foregoing or otherwise related to the 2014 Annual Meeting and filed by it on its behalf with the SEC or furnished to stockholders of the Company. Each of the Investors and its Affiliates and Associates shall, and shall cause each of their Affiliates and Associates to, immediately cease all efforts, direct or indirect, in furtherance of the Nomination Letter Letter, the Investors Preliminary Proxy Statement and any related solicitation in connection therewith. (c) The Investors irrevocably withdraw their demand for a stockholder list, and other materials and books and records pursuant to Section 220 of the DGCL or otherwise, and shall promptly return (and, to the extent such materials may be held by parties not members of the Investors, shall cause such parties to promptly return) to the Company all materials and summaries or duplicates thereof that have been delivered to the Investors or their respective representatives on or prior to the date hereof (d) Each of the Investors Nominees shall at all times while such Investor Nominee is a director of the Company comply with the provisions of this Agreement and all policies and guidelines of the Board, any committees thereof or the Company applicable to Board members. Each Investor Director acknowledges that his or her obligations under this Agreement are in addition to the fiduciary and common law duties of any director of a Delaware corporation. (e) The Investors shall promptly file an amendment to the Schedule 13D, originally filed on November 21, 2014, as amended by Amendment No 1 thereto filed on February 11, 2014 (the “Schedule 13D”) reporting the entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Investors shall provide to the Company a reasonable opportunity to review and comment on such amendment in advance of filing, and shall consider in good faith the reasonable and timely comments of the Company. (f) While serving as members of the Board, the Investor Directors will receive the same benefits of directors’ and officers’ insurance and any indemnity and exculpation arrangements available generally to the other Board members and shall be compensated for their service as directors and shall be reimbursed for their expenses on the same basis as all other non-employee directors of the Company are compensated and reimbursed. (g) As promptly as possible, and in any event within one (1) business day, Iroquois shall notify the Company when the Investors, together with all Affiliates, cease collectively to beneficially own at least 5%, 4% and 3% of the outstanding shares (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) of Common Stock (determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended). (h) The Company will use its Affiliates and Associates hereby agree commercially reasonable efforts to abide reduce the size of the board to nine (9) members by the MGT Share Dealing Code, which prohibits, among other transactions, shorting end of MGT stock, holding MGT stock in a margin account, and certain other hedging techniquesthe 2016 annual meeting of stockholders of the Company.