Common use of Board of Directors Nominees Clause in Contracts

Board of Directors Nominees. (a) Subject to Section 2.2, the Investors shall be entitled collectively to designate one nominee (an "Investor Nominee") for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is not less than 5%. The Investor Nominee must be an individual acceptable to the Parent, acting reasonably, and eligible to serve as a director of the Parent pursuant to applicable Law. (b) The Parent shall use commercially reasonable efforts to ensure that the Investor Nominee is elected to the Board of Directors, including soliciting proxies in support of their election and taking the same actions taken by the Parent to ensure the election of the other nominees selected by the Board of Directors for election to the Board of Directors. (c) The Investors shall advise the Parent of the identity of an Investor Nominee at least 60 days prior to any meeting of shareholders at which directors of the Parent are to be elected or within 10 days of being notified of the record date for such a meeting. If the Investors do not advise the Parent of the identity of an Investor Nominee prior to such deadline, then the Investors will be deemed to have nominated their incumbent nominee. (d) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereof, who has been appointed to the Board of Directors prior to the date hereof, and who is not Independent of Engaged. (e) In the event that an Investor Nominee shall cease to serve as a director of the Parent, whether due to such Investor Nominee's death, disability, resignation or removal, the Parent shall cause the Board of Directors to promptly appoint a replacement Investor Nominee (who shall be a different person) designated by the Investors to fill the vacancy created by such death, disability, resignation or removal, provided that the Investors remain eligible to designate an Investor Nominee and that the replacement Investor Nominee is acceptable to the Parent, acting reasonably, and is an individual eligible to serve as a director pursuant to applicable Law. (f) Each Investor Nominee shall be compensated for his or her service and reimbursed for expenses related to such service consistent with the Parent's policies for director compensation and reimbursement; provided that an Investor Nominee that is not Independent of Engaged is not entitled to such compensation but is entitled to such expense reimbursement. (g) The Parent shall indemnify an Investor Nominee and provide the Investor Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the members of the Board of Directors pursuant to its organizational documents, applicable Law or otherwise.

Board of Directors Nominees. (a) Subject to Section 2.22.4, and provided that the Beneficial Ownership Requirement is satisfied, the Investors Group Representative, on behalf of the Investors, shall be entitled collectively to designate one nominee (the “Investors’ Nominee”) for election to the Board of Directors commencing with (the “Initial Designation Date”) the earlier of (i) the date of the Change-in-Control Closing, or (ii) the date of finalization of the management information circular (the “2022 Circular”) for the Company’s 2022 annual general meeting of shareholders (the “2022 AGM”). (b) The Investors’ Nominee must be an "Investor Nominee"individual that meets the qualification requirements to act as a director in accordance with Section 2.2. The parties acknowledge that the initial Investors’ Nominee shall be Xxx Xxxxxxx, who has been determined by the Board of Directors to satisfy the requirements set out in Section 2.2(a) and will be (i) if the Initial Designation Date is the date of the Change-in-Control Closing, appointed to the Board of Directors as of the Initial Designation Date, or (ii) if the Initial Designation Date is the date of finalization of the 2022 Circular, in accordance with the requirements of Section 2.1(d), put forward for election to the Board of Directors in the 2022 Circular; provided that, if the Change-in-Control Closing occurs following the date of finalization of the 2022 Circular and prior to the date of the 2022 AGM, Xxx Xxxxxxx will be appointed to the Board of Directors as of the date of the Change-in-Control Closing. (c) Where the Group Representative, on behalf of the Investors, is no longer entitled to designate an Investors’ Nominee pursuant to Section 2.1(a), the Group Representative shall advise the Company as soon as reasonably practicable, but in any event within 5 Business Days, that the Investors’ Nominee will resign from the Board of Directors. Any such resignation by the Investors’ Nominee will occur as soon as practicable, but in any event within 5 days following the date that the Group Representative delivers notice to the Company that the Investors’ Nominee will resign from the Board of Directors. (d) The Company shall (i) recommend and reflect such recommendation in any management information circular relating to any meeting where directors of the Company are elected (or submit to shareholders by written consent, if applicable) that the shareholders of the Company vote to elect the Investors’ Nominee to the Board of Directors for a term of office expiring at the closing of the subsequent annual meeting of the shareholders of the Company, and (ii) solicit proxies in favour of and otherwise support his or her election, each in a manner no less favourable than the manner in which the Company supports its other nominees selected by the Independent Directors (the “Company Nominees”) for election to the Board of Directors, for so long as the As-Exchanged Ownership . For any meeting of the Investors is not less than 5%. The Investor Nominee must be an individual acceptable to Company’s shareholders (or written consent in lieu of a meeting) for the Parent, acting reasonably, and eligible to serve as a director election of the Parent pursuant to applicable Law. (b) The Parent shall use commercially reasonable efforts to ensure that the Investor Nominee is elected members to the Board of Directors, including soliciting proxies the Company shall not nominate, in support the aggregate, a number of their election and taking nominees greater than the same actions taken by the Parent to ensure the election number of the other nominees selected by the Board members of Directors for election to the Board of Directors. (ce) The Investors shall advise At least 10 Business Days prior to designating an individual as the Parent Investors’ Nominee, the Group Representative, on behalf of the Investors, will discuss the identity of an Investor the proposed Investors’ Nominee at least 60 with the Company. Following such discussion, but prior to the later of (i) 45 days prior to any meeting of shareholders at which directors of the Parent Company are to be elected or within elected, and (ii) 10 days of after being notified of the record date for such a meeting. If , the Investors do not Group Representative shall advise the Parent Company of the identity of an Investor the Investors’ Nominee that satisfies the requirements of Section 2.2. If the Group Representative does not advise the Company of the identity of the Investors’ Nominee prior to such deadline, then the Investors Group Representative will be deemed to have nominated their the incumbent nomineeInvestors’ Nominee unless the Group Representative notifies the Company in writing that the Investors do not wish to nominate any individual as the Investors’ Nominee for such election. (df) The parties acknowledge In the event that the initial Investor Investors’ Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereof, who has been appointed not duly elected to the Board of Directors prior to the date hereof, and who is not Independent of Engaged. (e) In the event that an Investor Nominee or shall cease to serve as a director of the ParentCompany, whether due to such Investor Investors’ Nominee's ’s death, disability, resignation or removalremoval (including failure to be elected by the Company’s shareholders or being required to resign in accordance with any applicable majority voting policy), the Parent Company shall cause the Board of Directors to promptly appoint a replacement Investor Nominee (who shall be a different person) an Investors’ Xxxxxxx designated by the Investors Group Representative, on behalf of the Investors, to fill the vacancy created by such death, disability, resignation or removalso created, provided that the Investors remain Group Representative, on behalf of Investors, remains eligible to designate an Investor Investors’ Nominee in accordance with Section 2.1(a) and that the replacement Investor Investors’ Nominee is acceptable to meets the Parent, acting reasonably, and is an individual eligible to serve as a director pursuant to applicable Law. (f) Each Investor Nominee shall be compensated for his or her service and reimbursed for expenses related to such service consistent with the Parent's policies for director compensation and reimbursement; provided that an Investor Nominee that is not Independent of Engaged is not entitled to such compensation but is entitled to such expense reimbursementqualification requirements in Section 2.2. (g) The Parent Investors’ Nominee shall be compensated for the Investors’ Nominee’s service on the Board of Directors and any committee thereof consistent with the Company’s policies for director compensation, provided that any employee of or party to a consulting arrangement with the Company or any of its Affiliates who serves as the Investor Nominee shall not be entitled to any salary or compensation from the Company for the Investor Nominee’s services. The Investors’ Nominee shall be reimbursed for all reasonable expenses related to such service on the Board of Directors consistent with the Company’s policies for director reimbursement. (h) It is acknowledged by each of the Investors that the Investors’ Nominee will be required to comply with all policies of the Company that are applicable to members of the Board of Directors. (i) The Company shall enter into an indemnification agreement with the Investors’ Nominee in a form substantially similar to the Company’s form of director indemnification agreement and shall indemnify an Investor Nominee and provide the Investor Investors’ Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the other members of the Board of Directors pursuant to its organizational documentsthe constating documents of the Company, applicable Law Laws or otherwise. (j) Subject to any other contractual obligations of the Company, upon the death, disability, resignation or removal (including failure to be elected by the Company’s shareholders or being required to resign in accordance with any applicable majority voting policy) of any director that is not the Investors’ Nominee, or if any such director determines not to stand for re-election for any reason, the Independent Directors shall be entitled to designate a replacement Company Nominee to fill the vacancy created by such death, disability, resignation or removal or determination not to stand for re-election. (k) For greater certainty, the selection of the Company Nominees shall rest with the Independent Directors. (l) Notwithstanding anything herein to the contrary, a failure by the Group Representative to designate an Investors’ Nominee pursuant to this Section 2.1 at any time shall not restrict the ability to designate such Investors’ Nominee at any time in the future. In the event that the Group Representative, on behalf of the Investors, has not designated an Investors’ Nominee pursuant to this Section 2.1, then the Group Representative, on behalf of the Investors, shall have the right, at any time and from time to time, to designate such Investors’ Nominee to which it is entitled hereunder, in which case, the Company and the Board shall take all necessary corporate action, to the fullest extent permitted by Law, to promptly: (i) enable the Group Representative, on behalf of the Investors, to designate and effect the election or appointment of such Investors’ Nominee, and (ii) appoint such Investors’ Nominee to fill any available vacancies or, to the extent not so permitted, nominate such Investors’ Nominee for election to the Board at the next meeting of shareholders. (m) The Company will not adopt a majority voting policy with respect to the election of members of the Board of Directors without the unanimous written consent of the Board of Directors, unless required to do so pursuant to applicable Securities Laws or the rules of a stock exchange on which the Common Shares are listed.

Board of Directors Nominees. (a) Subject to Section 2.2From and after the date on which Greenstone Owns greater than 10% of the issued and outstanding Common Shares, the Investors Greenstone shall be entitled collectively to act to designate one nominee (an "Investor a “Greenstone Nominee"”) who meets the individual qualification requirements for directors under applicable Laws, for election or appointment to the Board of Directors, for so long as the As-Exchanged Ownership Board. If Greenstone ceases to Own at least 10% of the Investors is not less than 5%. The Investor issued and outstanding Common Shares, the Company shall no longer be obligated to nominate a Greenstone Nominee must be an individual acceptable to the Parent, acting reasonably, for election and eligible to serve appointment as a director and, if so requested by the Chair of the Parent pursuant to applicable LawCompany, the then current Greenstone Nominee shall resign from the Board. (b) The Parent Company shall use commercially its reasonable efforts to ensure that advise Greenstone on the Investor Nominee is elected to the Board date of Directors, including soliciting proxies filing on SEDAR of a notice of record date in support of their election and taking the same actions taken by the Parent to ensure the election of the other nominees selected by the Board of Directors for election to the Board of Directors. (c) The Investors shall advise the Parent of the identity of an Investor Nominee at least 60 days prior to connection with any meeting of shareholders at which directors of the Parent Company are to be elected or within 10 days of being notified of the record date for such a meeting(“RD Filing”). If the Investors do not Greenstone shall advise the Parent Company of the identity of an Investor the Greenstone Nominee within 10 Business Days following the RD Filing. If Greenstone does not advise the Company of the identity of the Greenstone Nominee prior to such deadline, then the Investors Greenstone will be deemed to have nominated their its incumbent nominee. (d) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereof, who has been appointed to the Board of Directors prior to the date hereof, and who is not Independent of Engaged. (ec) In the event that an Investor the Greenstone Nominee shall cease to serve as a director of the ParentCompany, whether due to such Investor the Greenstone Nominee's ’s death, disability, resignation or removal, the Parent Company shall cause the Board of Directors to promptly appoint a replacement Investor Greenstone Nominee (who shall be a different person) designated by the Investors Greenstone to fill the vacancy created by such death, disability, resignation or removal, provided that the Investors remain Greenstone remains eligible to designate an Investor a Greenstone Nominee and that in accordance with the replacement Investor Nominee is acceptable to the Parent, acting reasonably, and is an individual eligible to serve as a director pursuant to applicable Lawterms of this Agreement. (fd) Each Investor Nominee From and after such date on which Greenstone Owns greater than 10% of the issued and outstanding Common Shares, the Company agrees that it shall take all steps to (i) cause the size of the Board to be compensated for his or her service and reimbursed for expenses related five (5) directors; (ii) cause management of the Company not to such service consistent with propose any resolutions to alter the Parent's policies for director compensation and reimbursementnumber of directors from five (5); (iii) permit Norvista, provided that an Investor Nominee that is not Independent it Owns at least 10% of Engaged is not entitled the issued and outstanding Common Shares, to such compensation but is entitled to such expense reimbursement. (g) The Parent shall indemnify an Investor Nominee and provide the Investor Nominee with nominate no more than one director and officer insurance to the same extent it indemnifies Board (the identity of which shall have been pre-approved Greenstone); and provides insurance for (iv) subject to the ability to remove a Board member due to disqualification or non-performance of duties as required under applicable corporate law, ensure that the remaining members of the Board comprise Xxx Xxxxxxxx and two (2) additional Independent, non-executive directors (the identity of Directors which shall have been approved in advance by Greenstone), one of which shall be appointed Chair of the Board. (e) For the avoidance of doubt and notwithstanding anything to the contrary contained herein, Greenstone’s entitlements under this Agreement are in addition to its rights as shareholder of the Company to exercise any other rights available to it pursuant to its organizational documents, the Company’s Articles and applicable Law or otherwiseLaws and are in no way intended to limit such rights.

Board of Directors Nominees. (a) Subject to Section 2.22.4, the Investors shall be entitled collectively to designate one nominee (i) two nominees (each an "Investor Nominee") for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is not less than 11.1% and (ii) one Investor Nominee for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is less than 11.1% but greater than 5%. The Each Investor Nominee must be an individual acceptable to the Parent, acting reasonably, and eligible to serve as a director of the Parent pursuant to applicable Law. (b) The Parent shall use commercially reasonable efforts to ensure that the Investor Nominee is Nominees are elected to the Board of Directors, including soliciting proxies in support of their election and taking the same actions taken by the Parent to ensure the election of the other nominees selected by the Board of Directors for election to the Board of Directors. (c) So long as the Investors are entitled collectively pursuant to Section 2.4 to designate Investor Nominees to the Board of Directors, the size of the Board of Directors shall not exceed nine directors. (d) The Investors shall advise the Parent of the identity of an Investor Nominee at least 60 days prior to any meeting of shareholders at which directors of the Parent are to be elected or within 10 days of being notified of the record date for such a meeting. If the Investors do not advise the Parent of the identity of an Investor Nominee prior to such deadline, then the Investors will be deemed to have nominated their incumbent nominee. (de) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereofNominees are: (i) Xxxx Xxxxxx and (ii) Xxxxxx X. Xxxxxx, who has and have been appointed to the Board of Directors prior to as of the date hereof, and who is not Independent of Engaged. (ef) In the event that an Investor Nominee shall cease to serve as a director of the Parent, whether due to such Investor Nominee's death, disability, resignation or removal, the Parent shall cause the Board of Directors to promptly appoint a replacement Investor Nominee (who shall be a different person) designated by the Investors to fill the vacancy created by such death, disability, resignation or removal, provided that the Investors remain Investor remains eligible to designate an Investor Nominee and that the replacement Investor Nominee is acceptable to the Parent, acting reasonably, and is an individual eligible to serve as a director pursuant to applicable Law. (fg) Each Investor Nominee shall be compensated for his or her service and reimbursed for expenses related to such service consistent with the Parent's policies for director compensation and reimbursement; provided that an Investor Nominee that is not Independent a full-time employee of Engaged is the Investors are not entitled to such compensation but is are entitled to such expense reimbursement. (gh) The Parent shall indemnify an Investor Nominee and provide the Investor Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the members of the Board of Directors pursuant to its organizational documents, applicable Law or otherwise.

Board of Directors Nominees. (a1) Subject to Section 2.2, the Investors (acting together) shall be entitled collectively to designate one nominee (an "“Investor Nominee"”) for appointment or election to the Board of Directors, for so long as the As-Exchanged Beneficial Ownership of the Investors Requirement is not less than 5%satisfied. The Investor Nominee must be an individual who meets the qualification requirements to serve as a director under the Act, applicable Laws and the rules of the Applicable Stock Exchange (the “Nomination Conditions”) and must be acceptable to the ParentBoard of Directors, acting reasonably. The parties acknowledge that the size of the Board of Directors has been increased to five as of date hereof. The parties also acknowledge that the initial Investor Nominee is AX Xxxxxxxx, who has been determined to be acceptable to the Board of Directors and has been appointed to the Board of Directors, in each case as of the date hereof. Notwithstanding anything to the contrary in this Agreement, if at any time (a) an Investor Nominee ceases to satisfy any of the Nomination Conditions; or (b) the Beneficial Ownership Requirement is no longer satisfied, the Investors shall, at the request of Real, cause the Investor Nominee to tender his or her resignation from the Board of Directors. As a condition to the appointment of an Investor Nominee to the Board of Directors pursuant to this Section 2.1(1), the Investors shall, and eligible shall cause such Investor Nominee to, provide Real, prior to such appointment and nomination and on an on-going basis while serving as a member of the Board of Directors an executed irrevocable resignation in substantially the form attached as Exhibit A hereto, as well as such information and materials as Real is entitled to receive from a member of its Board of Directors and as are required to be disclosed in any management information circular of Real to be sent to securityholders of Real under applicable Laws or Applicable Stock Exchange rules or as Real may request from time-to-time from members of the Board of Directors in compliance with its internal policies and procedures including, an executed consent to serve as a director of Real, a completed directors’ questionnaire in the Parent pursuant to applicable Lawform provided by Real and a completed personal information form. (b2) The Parent Real shall and shall cause its Representatives to use commercially their reasonable best efforts to ensure that the Investor Nominee is appointed or elected to the Board of Directors, including by (i) recommending and reflecting such recommendation in any management information circular relating to any meeting where directors of Real are elected (or submit to shareholders by written consent, if applicable) that the shareholders of Real vote to elect the Investor Nominee to the Board of Directors for a term of office expiring at the earlier of when the Investor Nominee ceases to hold office under Section 128(1) of the Act and the closing of the subsequent annual meeting of the shareholders of Real; and (ii) soliciting and obtaining proxies in support favour of their election and taking otherwise supporting his or her election, each in a manner no less rigorous and favourable than the same actions taken by the Parent to ensure the election of the other manner in which Real supports its own nominees selected by the Board of Directors (the “Management Nominees”) for election to the Board of Directors. (c3) The Investors shall advise the Parent Real of the identity of an the Investor Nominee by the earlier of (i) at least 60 days prior to any meeting of shareholders at which directors of the Parent Real are to be elected or (ii) within 10 days of being notified of the record date for such a meeting. If the Investors do not advise the Parent Real of the identity of an Investor Nominee prior to such deadline, then the Investors will be deemed to have nominated their its incumbent nomineenominee unless the Investors notify Real in writing that it does not wish to nominate an Investor Nominee for such election. (d) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereof, who has been appointed to the Board of Directors prior to the date hereof, and who is not Independent of Engaged. (e4) In the event that an Investor Nominee is not duly appointed or elected to the Board of Directors or shall cease to serve as a director of the ParentReal, whether due to such Investor Nominee's ’s death, disability, resignation or removalremoval (including failure to be elected by Real’s shareholders or being required to resign), the Parent Real shall cause the Board of Directors to promptly appoint a replacement an Investor Nominee (who shall be a different person) designated by the Investors to fill the vacancy created by such death, disability, resignation or removal, or, where the first Investor Nominee was not duly elected, to promptly increase the size of the Board of Directors and fill the vacancy thereby with an Investor Nominee, provided that the Investors remain eligible to designate an Investor Nominee in accordance with Section 2.1(1) and that the replacement Investor Nominee is acceptable to meets the Parent, acting reasonably, and is an individual eligible qualification requirements to serve as a director pursuant to applicable Lawunder the Act and the rules of the Applicable Stock Exchange. (f5) Each Without limitation of Section 2.1(7), the Investor Nominee shall be compensated for his or her service and reimbursed for all reasonable out-of-pocket expenses related incurred while and in connection with such Investor Nominee’s services as a member of Board of Directors, and, except to such service the extent the Investors may otherwise notify Real, the Investor Nominee shall be entitled to compensation consistent with the Parent's policies for compensation received by other non-employee members of the Board of Directors, including any director fees and equity awards provided, that (x) to the extent any director compensation is payable in the form of equity awards at the election of the Investor Nominee, in lieu of any equity award, such compensation shall be paid in an amount of cash equal to the value of the equity award as of the date of the award, with any such cash subject to the same vesting terms, if any, as the equity awarded to other directors and reimbursement; provided (y) at the election of the Investor Nominee, any director compensation (whether cash, equity awards and/or cash in lieu of equity as may be designated by the Investor Nominee) shall be paid to the Investors or any Affiliate thereof specified by the Investors rather than to the Investor Nominee. If Real adopts a policy that an directors are required to own a minimum amount of equity in Real in order to qualify as a director of Real, then the securities of Real that are held by the Investors and their Affiliates will be deemed to be held by the Investor Nominee that is not Independent for purposes of Engaged is not entitled to such compensation but is entitled to such expense reimbursementpolicy. (g6) It is acknowledged by the Investors that the Investor Nominee will be required to comply with all of Real’s policies, procedures, processes, codes, rules, standards and guidelines of Real that are provided to the Investor Nominee in writing and that are generally applicable to all members of the Board of Directors from time to time, including Real’s confidentiality policies and procedures, code of business conduct and ethics, ixxxxxx xxxxxxx policies and corporate governance guidelines. (7) The Parent shall indemnify an Investor Nominee shall be entitled to the same rights and privileges and shall be subject to the same obligations applicable to all other members of the Board of Directors generally or to which all such members of the Board of Directors are entitled or subject; provided, however, that such Investor Nominee shall not be entitled to participate in or observe, and shall upon the good faith request of the Board of Directors or any such committee recuse himself or herself from, any meeting or portion thereof at which the Board of Directors or any such committee is evaluating and/or taking action with respect to Real’s rights or enforcement of any of the obligations of the Investors under this Agreement or any transactions involving the Investor and/or any of its Affiliates. In furtherance of the foregoing, Real shall enter into an indemnification agreement with the Investor Nominee in a form substantially similar to Real’s form of director indemnification agreement and provide the Investor Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the other members of the Board of Directors pursuant to its organizational documentsthe constating documents of Real, applicable Law Laws or otherwise. Real shall maintain in effect any such director and officer insurance in accordance with past practice and comparable with peer companies in the same industry. Real acknowledges and agrees that it shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided for in Real’s constating documents and/or any indemnification agreement entered into between Real and the Investor Nominee, as applicable (such that Real’s obligations to such indemnitee are primary). (8) So long as the Investors are entitled to designate an Investor Nominee, the prior written consent of the Investors shall be required to adopt any additional qualifications of a director to be imposed upon an Investor Nominee, other than those required by the Act, applicable Law, Real’s constating documents and Applicable Stock Exchange rules as in effect on the date hereof or those generally applicable to all directors. (9) To the maximum extent permitted by Law, Real renounces any interest or expectancy in, or any right to be offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are developed by or presented to (a) the Investors, (b) any of their respective Affiliates (including their respective investors and equityholders, and any associated Persons or investment funds or any of their respective portfolio companies or investments), (c) any of their respective officers, managers, directors, agents, shareholders, members and partners, including any such Person acting as Investor Nominee at the request of such Investor (the “Business Opportunities Exempt Party”), even if the opportunity is one that Real or any of its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and the Business Opportunities Exempt Party shall not have any duty to communicate or offer such business opportunity to Real or any of Real’s Affiliates. (10) Subject to applicable legal requirements, including the financial expertise and independence requirements of National Instrument 52-110 – Audit Committees and stock exchange rules, for as long as the Investor Nominee serves on the Board of Directors, the Investor Nominee shall be a member of all standing and ad hoc committees of the Board of Directors, unless otherwise notified in writing by the Investors, other than any committee formed for the purposes of considering any transaction with the Investors or their Affiliates.

Board of Directors Nominees. (a1) Subject to Section 2.2, the Investors (acting together) shall be entitled collectively to designate one nominee (an "“Investor Nominee"”) for appointment or election to the Board of Directors, for so long as the As-Exchanged Beneficial Ownership of the Investors Requirement is not less than 5%satisfied. The Investor Nominee must be an individual who meets the qualification requirements to serve as a director under the Act, applicable Laws and the rules of the Applicable Stock Exchange (the “Nomination Conditions”) and must be acceptable to the ParentBoard of Directors, acting reasonably. The parties acknowledge that the size of the Board of Directors has been increased to five as of date hereof. The parties also acknowledge that the initial Investor Nominee is XX Xxxxxxxx, who has been determined to be acceptable to the Board of Directors and has been appointed to the Board of Directors, in each case as of the date hereof. Notwithstanding anything to the contrary in this Agreement, if at any time (a) an Investor Nominee ceases to satisfy any of the Nomination Conditions; or (b) the Beneficial Ownership Requirement is no longer satisfied, the Investors shall, at the request of Real, cause the Investor Nominee to tender his or her resignation from the Board of Directors. As a condition to the appointment of an Investor Nominee to the Board of Directors pursuant to this Section 2.1(1), the Investors shall, and eligible shall cause such Investor Nominee to, provide Real, prior to such appointment and nomination and on an on-going basis while serving as a member of the Board of Directors an executed irrevocable resignation in substantially the form attached as Exhibit A hereto, as well as such information and materials as Real is entitled to receive from a member of its Board of Directors and as are required to be disclosed in any management information circular of Real to be sent to securityholders of Real under applicable Laws or Applicable Stock Exchange rules or as Real may request from time-to-time from members of the Board of Directors in compliance with its internal policies and procedures including, an executed consent to serve as a director of Real, a completed directors’ questionnaire in the Parent pursuant to applicable Lawform provided by Real and a completed personal information form. (b2) The Parent Real shall and shall cause its Representatives to use commercially their reasonable best efforts to ensure that the Investor Nominee is appointed or elected to the Board of Directors, including by (i) recommending and reflecting such recommendation in any management information circular relating to any meeting where directors of Real are elected (or submit to shareholders by written consent, if applicable) that the shareholders of Real vote to elect the Investor Nominee to the Board of Directors for a term of office expiring at the earlier of when the Investor Nominee ceases to hold office under Section 128(1) of the Act and the closing of the subsequent annual meeting of the shareholders of Real; and (ii) soliciting and obtaining proxies in support favour of their election and taking otherwise supporting his or her election, each in a manner no less rigorous and favourable than the same actions taken by the Parent to ensure the election of the other manner in which Real supports its own nominees selected by the Board of Directors (the “Management Nominees”) for election to the Board of Directors. (c3) The Investors shall advise the Parent Real of the identity of an the Investor Nominee by the earlier of (i) at least 60 days prior to any meeting of shareholders at which directors of the Parent Real are to be elected or (ii) within 10 days of being notified of the record date for such a meeting. If the Investors do not advise the Parent Real of the identity of an Investor Nominee prior to such deadline, then the Investors will be deemed to have nominated their its incumbent nomineenominee unless the Investors notify Real in writing that it does not wish to nominate an Investor Nominee for such election. (d) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereof, who has been appointed to the Board of Directors prior to the date hereof, and who is not Independent of Engaged. (e4) In the event that an Investor Nominee is not duly appointed or elected to the Board of Directors or shall cease to serve as a director of the ParentReal, whether due to such Investor Nominee's ’s death, disability, resignation or removalremoval (including failure to be elected by Real’s shareholders or being required to resign), the Parent Real shall cause the Board of Directors to promptly appoint a replacement an Investor Nominee (who shall be a different person) designated by the Investors to fill the vacancy created by such death, disability, resignation or removal, or, where the first Investor Nominee was not duly elected, to promptly increase the size of the Board of Directors and fill the vacancy thereby with an Investor Nominee, provided that the Investors remain eligible to designate an Investor Nominee in accordance with Section 2.1(1) and that the replacement Investor Nominee is acceptable to meets the Parent, acting reasonably, and is an individual eligible qualification requirements to serve as a director pursuant to applicable Law. (f) Each Investor Nominee shall be compensated for his or her service under the Act and reimbursed for expenses related to such service consistent with the Parent's policies for director compensation and reimbursement; provided that an Investor Nominee that is not Independent of Engaged is not entitled to such compensation but is entitled to such expense reimbursement. (g) The Parent shall indemnify an Investor Nominee and provide the Investor Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the members rules of the Board of Directors pursuant to its organizational documents, applicable Law or otherwiseApplicable Stock Exchange.

Board of Directors Nominees. (a) Subject to Section 2.2, the Investors Investor shall be entitled collectively to designate one nominee (an "“Investor Nominee"”) for election to the Board of Directors, for so long as the As-Exchanged Beneficial Ownership of the Investors Requirement is not less than 5%satisfied. The Investor Nominee must be an individual acceptable to who meets the Parent, acting reasonably, and eligible qualification requirements to serve as a director under the Act and the rules of the Parent pursuant TSX and the NYSE. The parties acknowledge that the initial Investor Nominee is Xxxxx Xxxxx, who was determined to applicable Lawbe independent by the Board of Directors and was appointed to the Board of Directors as of the Original Date. (b) The Parent Tricon shall, and shall cause its Representatives to, use their commercially reasonable efforts to ensure that the Investor Nominee is elected to the Board of Directors, including by (i) recommending and reflecting such recommendation in any management information circular relating to any meeting where directors of Tricon are elected (or submit to shareholders by written consent, if applicable) that the shareholders of Tricon vote to elect the Investor Nominee to the Board of Directors for a term of office expiring at the closing of the subsequent annual meeting of the shareholders of Tricon; and (ii) soliciting and obtaining proxies in support favour of their election and taking otherwise supporting his or her election, each in a manner no less favourable than the same actions taken by the Parent to ensure the election of the other manner in which Tricon supports its own nominees selected by the Board of Directors (the “Management Nominees”) for election to the Board of Directors. For any meeting (or written consent in lieu of meeting) of Tricon’s shareholders for the election of members to the Board of Directors, the Board of Directors shall not nominate, in the aggregate, a number of nominees greater than the number of members of the Board of Directors. (c) The Investors shall advise At least 10 Business Days prior to designating an individual as the Parent of Investor Nominee (other than Xxxxx Xxxxx), the Investor will discuss the identity of an any proposed Investor Nominee with Tricon; provided that the Investor Nominee shall not be subject to Tricon’s approval. Following such discussion, but at least 60 days prior to any meeting of shareholders at which directors of the Parent Tricon are to be elected or within 10 days of being notified of the record date for such a meeting, the Investor shall advise Tricon of the identity of the Investor Nominee; provided that any such Investor Nominee shall be an executive of the Investor or any Affiliate thereof who holds a position that is at least as senior as senior managing director in the Blackstone Real Estate Business (as defined below). If the Investors do Investor does not advise the Parent Tricon of the identity of an Investor Nominee prior to such deadline, then the Investors Investor will be deemed to have nominated their its incumbent nomineenominee unless the Investor notifies Tricon in writing that it does not wish to nominate an Investor Nominee for such election. (d) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereof, who has been appointed to the Board of Directors prior to the date hereof, and who is not Independent of Engaged. (e) In the event that an Investor Nominee is not duly elected to the Board of Directors or shall cease to serve as a director of the ParentTricon, whether due to such Investor Nominee's ’s death, disability, resignation or removalremoval (including failure to be elected by Tricon’s shareholders or being required to resign in accordance with Tricon’s majority voting policy), the Parent Tricon shall cause the Board of Directors to promptly appoint a replacement an Investor Nominee (who shall be a different person) designated by the Investors Investor to fill the vacancy created by such death, disability, resignation or removal, or, where the first Investor Nominee was not duly elected, to promptly increase the size of the Board of Directors and fill the vacancy thereby with an Investor Nominee, provided that the Investors remain Investor remains eligible to designate an Investor Nominee in accordance with Section 2.1(a) and that the replacement Investor Nominee is acceptable to meets the Parent, acting reasonably, and is an individual eligible qualification requirements to serve as a director pursuant under the Act and the rules of the TSX and the NYSE. (e) Without limitation of Section 2.1(g), the Investor Nominee shall be reimbursed for all expenses related to applicable Lawsuch service on the Board of Directors consistent with Tricon’s policies for director reimbursement. Except to the extent the Investor may otherwise notify Tricon, the Investor Nominee shall be entitled to compensation consistent with the compensation received by other non-employee independent members of the Board of Directors, including any fees and equity awards provided, that (x) to the extent any director compensation is payable in the form of equity awards at the election of the Investor Nominee, in lieu of any equity award, such compensation shall be paid in an amount of cash equal to the value of the equity award as of the date of the award, with any such cash subject to the same vesting terms, if any, as the equity awarded to other directors and (y) at the election of the Investor Nominee, any director compensation (whether cash, equity awards and/or cash in lieu of equity as may be designated by the Investor Nominee) shall be paid to the Investor or an Affiliate thereof specified by the Investor Nominee rather than to the Investor Nominee. If Tricon adopts a policy that directors own a minimum amount of equity in Tricon, the Investor Nominee shall not be subject to such policy. (f) Each It is acknowledged by the Investor that the Investor Nominee shall will be compensated for his or her service and reimbursed for expenses related required to such service consistent comply with all governance policies of Tricon that are generally applicable to all members of the Parent's policies for director compensation and reimbursement; provided that an Investor Nominee that is not Independent Board of Engaged is not entitled to such compensation but is entitled to such expense reimbursementDirectors, including Tricon’s majority voting policy. (g) The Parent shall indemnify an Investor Nominee shall be entitled to the same rights and privileges applicable to all other members of the Board of Directors generally or to which all such members of the Board of Directors are entitled. In furtherance of the foregoing, Tricon shall enter into an indemnification agreement with the Investor Nominee in a form substantially similar to Tricon’s form director indemnification agreement and provide the Investor Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the other members of the Board of Directors pursuant to its organizational documentsthe constating documents of Tricon, applicable Law Laws or otherwise. Tricon acknowledges and agrees that it shall be the indemnitor of first resort with respect to any indemnification, advancement of expenses and/or insurance provided for in Tricon’s constating documents and/or any indemnification agreement entered into between Tricon and the Investor Nominee, as applicable (such that Tricon’s obligations to such indemnitee are primary). (h) So long as the Investor is entitled to designate an Investor Nominee, the prior written consent of the Investor shall be required to adopt any additional qualifications of a director to be imposed upon an Investor Nominee, other than those required by the Tricon’s constating documents as in effect on the Original Date or those generally applicable to all directors. (i) To the maximum extent permitted by Law, Tricon renounces any interest or expectancy in, or any right to be offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are developed by or presented to the Investor Nominee, even if the opportunity is one that Tricon or any of its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and the Investor Nominee shall not have any duty to communicate or offer such business opportunity to Tricon or any of Tricon’s Affiliates. Notwithstanding the foregoing, if the Investor Nominee is offered an opportunity expressly in his or her capacity as a member of the Board of Directors, he or she shall be obligated to communicate such opportunity to Tricon.

Board of Directors Nominees. (a) Subject to Section 2.2, the Investors shall be entitled collectively to designate one nominee (an "“Investor Nominee"”) for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is not less than 5%. The Investor Nominee must be an individual acceptable to the Parent, acting reasonably, and eligible to serve as a director of the Parent pursuant to applicable Law. (b) The Parent shall use commercially reasonable efforts to ensure that the Investor Nominee is elected to the Board of Directors, including soliciting proxies in support of their election and taking the same actions taken by the Parent to ensure the election of the other nominees selected by the Board of Directors for election to the Board of Directors. (c) The Investors shall advise the Parent of the identity of an Investor Nominee at least 60 days prior to any meeting of shareholders at which directors of the Parent are to be elected or within 10 days of being notified of the record date for such a meeting. If the Investors do not advise the Parent of the identity of an Investor Nominee prior to such deadline, then the Investors will be deemed to have nominated their incumbent nominee. (d) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Bxxxxxx Xxxxxxxxxxx as of the date hereof, who has been appointed to the Board of Directors prior to the date hereof, and who is not Independent of Engaged. (e) In the event that an Investor Nominee shall cease to serve as a director of the Parent, whether due to such Investor Nominee's ’s death, disability, resignation or removal, the Parent shall cause the Board of Directors to promptly appoint a replacement Investor Nominee (who shall be a different person) designated by the Investors to fill the vacancy created by such death, disability, resignation or removal, provided that the Investors remain eligible to designate an Investor Nominee and that the replacement Investor Nominee is acceptable to the Parent, acting reasonably, and is an individual eligible to serve as a director pursuant to applicable Law. (f) Each Investor Nominee shall be compensated for his or her service and reimbursed for expenses related to such service consistent with the Parent's ’s policies for director compensation and reimbursement; provided that an Investor Nominee that is not Independent of Engaged is not entitled to such compensation but is entitled to such expense reimbursement. (g) The Parent shall indemnify an Investor Nominee and provide the Investor Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the members of the Board of Directors pursuant to its organizational documents, applicable Law or otherwise.

Board of Directors Nominees. (a) Subject to Section 2.22.4, the Investors shall be entitled collectively to designate one nominee (i) two nominees (each an "Investor Nominee") for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is not less than 11.1% and (ii) one Investor Nominee for election to the Board of Directors, for so long as the As-Exchanged Ownership of the Investors is less than 11.1% but greater than 5%. The Each Investor Nominee must be an individual acceptable to the Parent, acting reasonably, and eligible to serve as a director of the Parent pursuant to applicable Law. (b) The Parent shall use commercially reasonable efforts to ensure that the Investor Nominee is Nominees are elected to the Board of Directors, including soliciting proxies in support of their election and taking the same actions taken by the Parent to ensure the election of the other nominees selected by the Board of Directors for election to the Board of Directors. (c) So long as the Investors are entitled collectively pursuant to Section 2.4 to designate Investor Nominees to the Board of Directors, the size of the Board of Directors shall not exceed nine directors. (d) The Investors shall advise the Parent of the identity of an Investor Nominee at least 60 days prior to any meeting of shareholders at which directors of the Parent are to be elected or within 10 days of being notified of the record date for such a meeting. If the Investors do not advise the Parent of the identity of an Investor Nominee prior to such deadline, then the Investors will be deemed to have nominated their incumbent nominee. (de) The parties acknowledge that the initial Investor Nominee is Xxxxxxx Xxxxxxxxxxx as of the date hereofNominees are: (i) Xxxx Xxxxxx and (ii) Xxxxxx X. Xxxxxx, who has and have been appointed to the Board of Directors prior to as of the date hereof, and who is not Independent of Engaged. (ef) In the event that an Investor Nominee shall cease to serve as a director of the Parent, whether due to such Investor Nominee's death, disability, resignation or removal, the Parent shall cause the Board of Directors to promptly appoint a replacement Investor Nominee (who shall be a different person) designated by the Investors to fill the vacancy created by such death, disability, resignation or removal, provided that the Investors remain eligible to designate an Investor Nominee and that the replacement Investor Nominee is acceptable to the Parent, acting reasonably, and is an individual eligible to serve as a director pursuant to applicable Law. (fg) Each Investor Nominee shall be compensated for his or her service and reimbursed for expenses related to such service consistent with the Parent's policies for director compensation and reimbursement; provided that an Investor Nominee that is not Independent a full-time employee of Engaged is the Investors are not entitled to such compensation but is are entitled to such expense reimbursement. (gh) The Parent shall indemnify an Investor Nominee and provide the Investor Nominee with director and officer insurance to the same extent it indemnifies and provides insurance for the members of the Board of Directors pursuant to its organizational documents, applicable Law or otherwise.