Common use of Board Representation Clause in Contracts

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until For as long as JD holds no less than twelve and half percent (12.5%) of the occurrence then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly cause the appointment or election of such JD Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (2iii) including such nomination and recommendation regarding such individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate Company’s notice for any meeting of Designation Shareholders to elect directors, and (collectivelyiv) if necessary, expanding the “Series B Preferred Directors”)size of the Board in order to appoint the JD Director. (b) Until In the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly cause the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the JD Director for purposes of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”this Agreement). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment to the Board, as provided in the Certificate Company shall cause the Board to re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-appointed by the Shareholders to the Board pursuant to the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until From and after the occurrence Closing Date until a Board Right Termination Event occurs (the “Board Right Period”), the Shareholder shall have the right (but not the obligation), upon written notice to the Company, to designate one individual to serve on the Board (the “Shareholder Designee”); provided, however, that such Shareholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs, the Shareholder shall promptly cause the Shareholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which the Shareholder Designee is then appointed or on which he or she is then serving, and the right of the Shareholder to designate a Shareholder Designee shall terminate. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Shareholder Designee designated by the Shareholder pursuant to Section 3.1(a) (i) shall be resident in Ireland for so long as such Shareholder Designee serves as a Director; (ii) shall qualify as an Investor Rights Termination Event“independent director” under applicable provisions of the Exchange Act and under applicable NASDAQ rules and regulations, or the applicable rules and regulations of the principal securities exchange on which the Ordinary Shares are then listed; (iii) would not, at the time of such designation, be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D (as in effect on the date of this Agreement) if such Shareholder Designee were the “person filing” such Schedule 13D; (iv) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ or pursuant to applicable law, including the Companies Acts; and (v) shall, in the good faith judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Corporate Governance Guidelines (as in effect from time to time), in each case as are applicable to all non-employee Directors generally. The Shareholder Designee shall, upon appointment or election, as the case may be, to the Board, execute such agreements as are required to be executed by all non-employee Directors generally and shall otherwise abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s Xxxxxxx Xxxxxxx Policy, policies requiring the pre-clearance of all securities trading activity, the Company’s Code of Conduct and the Company’s stock ownership policy. (c) During the Board Right Period, the Company shall use reasonable endeavors to procure, (i) there at the next scheduled meeting of the Board, which shall be five (5) directors validly noticed, the appointment of the Company, except as otherwise agreed Shareholder Designee to by Phoenix and the Required Holders or as provided in the Certificate of DesignationBoard; and (ii) Phoenix shall be entitled thereafter, at each annual general meeting of shareholders of the Company occurring during the Board Right Period at which the term of the Shareholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Shareholder Designee to nominate two the Board, including by (2A) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, nominating such Shareholder Designee for election to serve as a director, Director as provided in this Agreement, (B) subject to compliance by the Certificate of Designation (collectivelyShareholder with Section 3.1(f), the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for including such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all nomination and other classes or series of required information regarding such Shareholder Designee in the Company’s capital stockproxy materials for such meeting of shareholders and (C) soliciting or causing the solicitation of proxies in favor of the election of such Shareholder Designee as a Director, in the case of each of clauses (i) and (ii), for a term expiring at the next annual general meeting of shareholders at which members of the class of Directors to elect which the Series B Preferred DirectorsShareholder Designee belongs are to be elected or re-elected, as provided in the Certificate of Designationcase may be, or until such Shareholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Shareholder Designee may resign, retire, die or be removed (bfor any reason) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirector. (d) The Series B Preferred Notwithstanding the foregoing, the Company shall not be obligated to procure the appointment of any individual to the Board pursuant to Section 3.1(c)(i) or to procure the election or re-election of any individual pursuant to Section 3.1(c)(ii) if such individual shall have previously been designated by the Shareholder pursuant to Section 3.1(a) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c)(ii) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c)(ii) in respect thereof), and, following the vote of shareholders at the annual general meeting of shareholders, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s shareholders. (e) In furtherance of, and not in limitation to, the Shareholder’s rights in this Section 3.1, during the Board Right Period, (i) the Shareholder shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Shareholder Designee to replace any Shareholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of shareholders at a meeting of shareholders of the Company shall have failed to be elected or re-elected, as the case may be, by the requisite vote of the Company’s shareholders; and (ii) the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Shareholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual general meeting of shareholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Shareholder Designee belongs are to be elected, the Shareholder shall (i) notify the Company in writing of the name of the Shareholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Shareholder Designee to provide, to the Company, all information concerning such Shareholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required to (A) comply with applicable securities laws, the rules of NASDAQ or any other stock exchange on which securities of the Company are then quoted or listed for trading and the Companies Acts and (B) enable the Nominating Committee to make determinations with respect to such Shareholder Designee’s satisfaction of the requirements set forth in Section 3.1(b)(v); provided that the Nominating Committee shall make such determinations as promptly as practicable following receipt by the Company of the notification and information contemplated in clauses (i) and (ii) of this Section 3.1(f) and shall promptly provide the Shareholder with written notice if the Nominating Committee determines that such Shareholder Designee does not satisfy such requirements (together with a reasonably detailed description of the basis on which the Nominating Committee shall have made such determination). (g) During the Board Right Period, the Company agrees that any Shareholder Designee serving as a Director shall be entitled to reimbursement from the Company for all costs same rights, privileges and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided compensation applicable to all other members non-employee Directors generally or to which all such non-employee Directors are entitled, including any rights with respect to such Shareholder Designee’s term of office, and with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement. (h) Notwithstanding anything in this Section 3.1 to the contrary, (i) the Company will not be obligated to take any action in respect of any Shareholder Designee pursuant to Sections 3.1(c)(ii) if the Shareholder shall have failed, in any material respect, to provide, or cause to be provided, the notice and information required by clauses (i) and (ii) of Section 3.1(f); and (ii) in the event that a breach of Article IV or Article V by the Shareholder Parent or the Shareholder shall have occurred and be continuing, in addition to any other remedies that the Company may have, the Shareholder’s right to designate a Shareholder Designee shall be suspended; provided, however, that such right shall be reinstated and become effective from and after the date on which any such default shall have been cured or remedied until a Board Right Termination Event occurs. (i) During the Board Right Period and except as required by applicable law, the Company shall not take any action to cause the removal (without cause) of a Shareholder Designee serving as a Director. The Shareholder shall cause the Shareholder Designee to resign or, if reasonably sufficient, recuse himself or herself any time the presence of such individual as a Shareholder Designee on the Board shall, in the reasonable judgment of the Board concurrently as such materials are provided Board, reasonably be likely to violate applicable law or otherwise compromise the other membersBoard’s exercise of its fiduciary duties.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there On the date on which the aggregate consideration paid by Purchaser and its Affiliates to Triangle for shares of Common Stock from Triangle exceeds $150 million, the Board shall be five adopt resolutions that (5i) directors increase the number of natural persons that constitute the Company, except as otherwise agreed to whole Board by Phoenix and the Required Holders or as provided in the Certificate of Designation; one (1) person and (ii) Phoenix fill the vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser, in each case pursuant to the Triangle Organizational Documents, who must in the reasonable judgment of Triangle, (A) qualify as an Independent Director, (B) have the requisite skill and experience to serve as a director of a publicly traded company, (C) not be prohibited or disqualified from serving as a director of Triangle pursuant to the Triangle Bylaws (as in effect as of the date hereof) or any rule or regulation of the Commission, NYSE MKT (or any other principal stock exchange or market upon which the Common Stock may trade) or by applicable law and (D) otherwise be reasonably acceptable to Triangle (the “Designated Director”). The Purchaser shall, and shall cause the Designated Director to, timely provide Triangle with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by Triangle under the Exchange Act. In addition, at Triangle’s request, the Purchaser shall cause the Designated Director to complete and execute Triangle’s standard director and officer questionnaire and provide such other information as Triangle may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by Triangle. (ii) The Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, resignation or removal. (iii) In order to designate an individual for appointment to the Board, the Purchaser must submit to Triangle a written notice in accordance with the notice provisions set forth in Section 7.08 of the Purchase Agreement, which notice shall include (i) the name, age, business address and residence address of such designee, (ii) a current resume and curriculum vitae of such designee and (iii) a statement describing such designee’s qualifications. (iv) Prior to a Termination Event: (A) in connection with each annual meeting of Stockholders, and subject to the conditions of Section 9(a)(i) of this Agreement, Triangle shall nominate the Designated Director for reelection to the Board and shall take all reasonable and lawful actions necessary or advisable to cause the Board to recommend that the Stockholders vote “FOR” the election of the Designated Director; (B) promptly following any annual meeting of Stockholders at which the Designated Director is not elected to the Board, and subject to the provisions of Section 9(a)(i) of this Agreement, the Board shall adopt resolutions that (1) increase the number of natural persons that constitute the whole Board by one (1) person and (2) fill the vacancy created by virtue of such increase in the size of the Board with the Designated Director; and if the Board is prevented by Section 3.1 of the Triangle Bylaws from complying with clause (1) of this Section 9(a)(iv)(B), the Board shall amend the Triangle Bylaws as necessary to permit the Board to comply with clause (1) of this Section 9(a)(iv)(B); (C) any Designated Director may be removed pursuant to Section 3.6 of the Triangle Bylaws, and any vacancy created by such removal shall be entitled filled by the Board with an individual designated by the Purchaser who, subject to nominate the conditions of Section 9(a)(i) of this Agreement, shall become the Designated Director; (D) upon written notice from Triangle to the Purchaser that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, the Purchaser will cause the Designated Director then serving as a member of the Board to resign as a member of the Board within two (2) individual directors Business Days of such written notice; and (E) any vacancy caused by the death, disability or director nominees to serve as directors and resignation of the Required Holders Designated Director shall be entitled filled by the Board with an individual designated by the Purchaser who, subject to nominate one (1the conditions of Section 9(a)(i) individual director or director nomineeof this Agreement, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in become the Certificate of Designation (collectively, the “Series B Preferred Directors”)Designated Director. (bv) Until Any action by the occurrence Purchaser to designate or replace the Designated Director shall be evidenced in writing furnished to Triangle and shall be signed by or on behalf of an Investor Rights Termination the Purchaser. (vi) Prior to designating a Designated Director, the Purchaser shall enter into a written agreement in a form reasonably satisfactory to Triangle with the Designated Director whereby such Designated Director agrees to resign as a member of the Board upon a Resignation Event, a Termination Event or at each Company Stockholders’ Meetingthe Purchaser’s request, or upon as applicable. The Purchaser acknowledges and agrees that such an agreement is in the taking best interest of Triangle and the Purchaser, and that Triangle shall be a written consent of stockholders for such purpose: (a) the holders third party beneficiary of the Series B Preferred Stock terms and conditions of such an agreement, and Triangle shall have the right, voting separately as a class (right to enforce such an agreement to the exclusion of all other classes or series of same extent as the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)parties thereto. (cvii) Any Series B Preferred Director elected pursuant to Section 2 Triangle shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Certificate Purchaser to Board representation, including by nominating more directors for election to the Board than the number of Designation directors constituting the full Board; provided, however, that Triangle shall not be prohibited from taking such action that the Board determines (i) may be removed at necessary to (A) comply with any time, with rule or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, regulation of the holder(sCommission or NYSE MKT (or any other principal stock exchange or market upon which the Common Stock may trade) who designated or nominated such director. The Remaining Directors may be removed at any time, (B) comply with applicable law or without cause by (ii) is required to comply with the affirmative vote, given at a meeting or by written consent, provisions of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisTriangle Organizational Documents. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until At the occurrence of an Investor Rights Termination EventClosing, the Company and NewCo shall take all actions necessary or desirable to enlarge the NewCo Board by two members and appoint two individuals to the NewCo Board who are designated by Parent in writing at least 30 days prior to the Closing Date; provided, however, that (i) there shall such individuals must be five (5) directors reasonably acceptable to NewCo and qualified and suitable to serve as members of the Company, except as otherwise agreed to by Phoenix NewCo Board under all applicable corporate governance policies and guidelines of NewCo and the Required Holders or as provided in the Certificate of Designation; NewCo Board, and all applicable legal, regulatory and stock exchange requirements, and (ii) Phoenix in any event, (A) one of such individuals shall be entitled an “independent director” (as defined in Nasdaq Listing Rule 5602(a)(2)) who is not employed by Parent or any of its Affiliates and (B) the other individual shall be an executive officer of Parent within the meaning of Rule 3b-7 of the Exchange Act (the requirements set forth in clauses (i) and (ii), the “Director Requirements”), in each case, as determined in good faith by the NewCo Board. For the avoidance of any doubt, in the event any individual designated by Parent is deemed not to nominate two satisfy the Director Requirements, NewCo shall promptly notify Parent, and Parent shall have the opportunity to designate alternative individuals to the NewCo Board, which alternative individuals shall, subject to meeting the Director Requirements, be appointed on or prior to the later of (1) 30 days after Parent’s designation and (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Closing. (b) Until From the occurrence Closing until the earlier of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (ai) the holders date that is 36 months after the Closing Date, and (ii) the first date on which the Purchaser has Beneficial Ownership of at least 20% of the Series B Preferred aggregate number of shares of NewCo Common Stock then outstanding (the “Initial Board Representation Period”), the Purchaser shall have the right, voting separately as a class (right to designate to the exclusion NewCo Board a number of all other classes individuals who satisfy the Director Requirements equal to the greater of (A) two or series (B) 20% of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors size of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by NewCo Board at any time (rounded up to the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”next whole number). (c) Any Series B Preferred Director elected pursuant to Section 2 After the expiration of the Certificate Initial Board Representation Period, for so long as the Purchaser has Beneficial Ownership of Designation may be removed at any time, with or without cause by, and only byleast 10% of the aggregate number of shares of NewCo Common Stock then outstanding, the affirmative vote, given at a meeting or by written consent, of Purchaser shall have the holder(s) right to designate to the NewCo Board one individual who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by satisfies the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirector Requirements. (d) The Series B Preferred Directors shall be For so long as the Purchaser is entitled to reimbursement from designate any individual to the Company NewCo Board pursuant to this Section 8.10, NewCo shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by the Purchaser) to be included in the slate of nominees recommended by the NewCo Board to NewCo’s stockholders for all costs and expenses in attending any meetings election as directors at each annual meeting of the stockholders of NewCo (and/or in connection with any election by written consent) and NewCo shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the NewCo Board to be elected, including soliciting proxies in favor of the election of such nominee(s). (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or any committee thereofremoval (with or without cause) of a director nominated or designated pursuant to this Section 8.10, as provided or in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings event of the failure of any such nominee to be elected, the Purchaser shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy. NewCo shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and the NewCo Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as promptly elect such materials are provided designee to the other membersNewCo Board.

Board Representation. For so long as Tencent is a Qualified Investor or as otherwise mutually agreed by the Company and Tencent: (a) Until Tencent shall be entitled to designate one (1) director to the occurrence Board (such director, or such other individual who may be designated by Tencent from time to time, the “Tencent Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not to take any action to prevent, the appointment or election of such Tencent Director to the Board, including convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Tencent Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the shareholders of the Company the election of such Tencent Director to the Board in any meeting of shareholders to elect directors, including soliciting proxies in favor of the election of the Tencent Director, (2iii) including such nomination and recommendation regarding such individual directors or director nominees in the Company’s notice for any meeting of shareholders to serve as directors elect directors, (iv) if necessary, expanding the size of the Board in order to appoint the Tencent Director, and (v) voting their Company Securities in favor of the Required Holders shall be entitled to nominate one (1) election of such individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until In the occurrence event of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders any vacancy of the Series B Preferred Stock Tencent Director due to any reason, including retirement, resignation, death, disability or removal of the Tencent Director, Tencent shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly cause the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the Tencent Director for purposes of all other classes this Agreement). Each Founder Party shall take actions to support, and otherwise agrees not to take any actions to prevent, any such appointment or series election, including voting its Company Securities in favor of the Company’s capital stock)appointment or election of such individual to the Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)if applicable. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders, as provided in when and if held, at which the Certificate of Designation. The Tencent Director is up for re-appointment to the Board, the Company shall notify cause the Series B Preferred Directors of all regular and special meetings of Board to re-appoint the Tencent Director to serve on the Board and any committee the Company and the Founder Parties shall use best efforts to ensure that the Tencent Director is re-appointed by the Shareholders to the Board pursuant to the terms of the Board of which Memorandum and Articles and any Applicable Law, and the Founder Parties agree to vote their Company Securities in favor of the Series B Preferred Directors is a memberre-appointment of such Tencent Director. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members Each of the Board concurrently as such materials are provided to Company and the other membersFounder Parties agree that it shall not take any action in favor of the removal of the Tencent Director.

Board Representation. (a) Until From the Closing Date and so long as Seller continues to be the beneficial owner of at least ten (10) percent of the issued and outstanding Parent Securities, Parent shall take all necessary actions so that Parent shall nominate one individual selected by Seller pursuant to subsection (b) below (the "SELLER DIRECTOR") and Parent shall recommend to its stockholders in writing and include such recommendation in all stockholder proxy materials or other communications relating to the election of directors, and shall use all commercially reasonable efforts to ensure, that the Seller Director be elected to Parent's board of directors at any and all meetings of or pursuant to any and all written actions by Parent's stockholders. Parent's obligations hereunder shall terminate to the extent that Seller makes, or in any way participates, directly or indirectly, either individually or as a member of a 13D Group, in any "solicitation" or "proxies" (as such terms are defined in Regulation 14A promulgated under the Securities Exchange Act of 1934) in opposition to the Board of Directors of Parent. Furthermore, upon the occurrence of an Investor Rights Termination Eventany such event, (i) there Seller shall be five (5) cause its designee to resign from the board of directors of Parent. For purposes of this Section 5.13, "13D GROUP" shall mean any group of persons formed for the Companypurpose of acquiring, except as otherwise agreed to by Phoenix holding, voting or disposing of Parent Securities which would be required under Section 13(d) of the Exchange Act, and the Required Holders or as provided in the Certificate of Designation; rules and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rulesregulations promulgated thereunder, to serve file a statement on Schedule 13D pursuant to Rule 13d-1(a) of the rules and regulations promulgated under the Exchange Act or a Schedule 13G of the rules and regulations promulgated under the Exchange Act pursuant to Rule 13d-1(c) of the rules and regulations promulgated under the Exchange Act with the SEC as a director, as provided in "person" within the Certificate meaning of Designation (collectively, the “Series B Preferred Directors”). (bSection 13(d)(3) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a Exchange Act if such group beneficially owned Parent Securities representing more than 5% of any class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Parent Securities then outstanding. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until From and after the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Closing until Purchasers and/or their Affiliates no longer hold at least 10% of the Companyoutstanding Common Stock, except as otherwise agreed Purchasers shall have the right to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate designate one (1) individual director or director nomineemember of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 15% of the outstanding Common Stock, who Purchasers shall be independent under applicable Nasdaq have the right to designate a second member of the Board; from and SEC rulesafter the Closing until Purchasers and/or their Affiliates no longer hold at least 20% of the outstanding Common Stock, Purchasers shall have the right to serve as designate a directorthird member of the Board; from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 40% of the outstanding Common Stock, as provided in Purchasers shall have the Certificate right to designate a fourth member of Designation the Board; and from and after the Closing until Purchasers and/or their Affiliates no longer hold at least 50% of the outstanding Common Stock, Purchasers shall have the right to designate a fifth member of the Board (collectively, the “Series B Preferred Investor Directors”).The Company shall recommend the election of the Investor Directors at each meeting of shareholders where the election of directors is considered and shall use its best efforts to cause the Investor Directors to be elected and re-elected to the Board. Purchasers shall have the right to remove or replace any of the Investor Directors by giving notice to such Investor Director and the Company, and the Company shall use its best efforts to effect the removal or replacement of any such Investor Director. Unless prohibited by applicable law, Investors shall have the right to have two Investor Directors”), as determined by Purchasers, be members of each committee of the Board, and the Company shall use its best efforts to appoint and maintain such Investor Directors on each committee of the Board, as requested by Purchasers. Any Investor Director who is not a member of a committee of the Board shall have the right to attend all meetings of such committee as a non-voting observer. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (Subject to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under any limitations imposed by applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only bylaw, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Investor Directors shall be entitled to the same perquisites, including stock options, reimbursement from of expenses and other similar rights in connection with such person’s membership on the Company for all costs and expenses in attending any meetings Board, as every other non-employee member of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. 19.1 So long as the Investor continues to beneficially own at least 15,500,000 shares of Common Stock (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed adjusted to by Phoenix and the Required Holders or as provided reflect appropriate arithmetic adjustment in the Certificate event of Designation; and any stock splits, stock dividends, combinations of shares, recapitalizations or other such events relating to the Common Stock occurring subsequent to the Closing) (ii) Phoenix the “Share Threshold”), the Investor shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and have the Required Holders shall be entitled right to nominate one (1) individual director to the Board of Directors of the Company (the “Investor Director”). As a condition to such nomination and/or appointment to the Board, (i) the Investor and/or the nominee shall provide to the Company all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person’s written consent to being named in a proxy statement as a nominee and to serving as a director nomineeif elected), (ii) the Investor and/or the nominee shall also comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder with respect to such nomination and/or appointment to the Board, and (iii) the nominee shall be reasonably acceptable to the Board. 19.2 The initial Investor Director shall be appointed to the Board by the then-existing directors on the Board, who shall, by resolution, expand the size of the Board by one seat (to the extent there is not then a vacancy on the Board) and appoint the Investor’s nominee to fill the vacancy caused by such expansion. 19.3 Following the initial appointment to the Board of the Investor Director, any subsequent election of the Investor Director to the Board shall be independent under applicable Nasdaq and SEC rules, occur (i) at the annual meeting of holders of capital stock or (ii) at any special meeting of holders of capital stock if such meeting is called for the purpose of electing directors. If at any time when the Investor has the right to serve as a director, as provided in nominate the Certificate of Designation (collectivelyInvestor Director, the “Series B Preferred Directors”). (b) Until Investor Director then serving on the occurrence of an Board dies or resigns from the Board, the Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as right to cause the vacancy caused by such death or resignation to be filled by nominating a class (replacement director and the remaining directors on the Board shall vote to cause the Investor’s nominee to be appointed to the exclusion of all other classes or series of Board in accordance with the Company’s capital stock)Bylaws. The Investor may, in its sole discretion, determine not to elect nominate and/or cause the Series B Preferred Directors, appointment of the Investor Director as provided herein from time to time. Once the Investor beneficially owns less than the Share Threshold, the Investor Director shall continue to serve such director’s then current term on the Board and the Investor shall have no further rights under this Agreement to nominate and/or cause the appointment of any directors to the Company’s Board. 19.4 Notwithstanding anything in this Section 19 to the Certificate contrary, (i) each of Designationthe Board’s obligations under this Section 19 are subject to its fiduciary duties and no director shall be required to do anything or take any action which he or she believes would be contrary to his or her fiduciary duties and (ii) if an Investor’s nominee for election to the Board is presented to the Company’s stockholders at an annual or special meeting at which directors are to be elected, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be that nominee is not elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only byCompany’s stockholders, the affirmative vote, given at a meeting or by written consent, Company’s Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled have no obligation to reimbursement from expand the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings size of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided appoint an Investor Director to the other membersBoard.

Board Representation. (a) Until The Investor shall be entitled to designate one (1) director to the occurrence Board (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the Company shall promptly cause, and the Founder Parties shall promptly take actions to support and otherwise agree not take any action to prevent, the appointment or election of such Investor Director to the Board, including, convening a meeting of the Board pursuant to the Memorandum and Articles and appointing such Investor Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the Shareholders the election of such Investor Director to the Board in any meeting of Shareholders to elect directors, (2iii) including such nomination and recommendation regarding such individual directors or director nominees in the Company’s notice for any meeting of Shareholders to serve as elect directors and (iv) if necessary, expanding the Required Holders shall be entitled size of the Board in order to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in appoint the Certificate of Designation (collectively, the “Series B Preferred Directors”)Investor Director. (b) Until In the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the Investor Director (or any other vacancy created by removal thereof), the Investor shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall cause the Board to appoint such individual to the exclusion Board (who shall, following such appointment, be the Investor Director for purposes of all other classes or series of the Company’s capital stockthis Agreement), . Each Founder Party shall take actions to elect the Series B Preferred Directors, as provided in the Certificate of Designationsupport, and (b) the remaining two (2) directors of the Companyotherwise agrees not to take any action to prevent, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)any such appointment. (c) Any Series B Preferred At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the Investor Director elected is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Investor Director to serve on the Board and shall use best efforts to ensure that the Investor Director is re-appointed by the Shareholders to the Board pursuant to Section 2 the terms of the Certificate of Designation may be removed at Memorandum and Articles and any time, with or without cause byApplicable Law, and only by, the affirmative vote, given at a meeting or by written consent, Founder Parties shall not take any action to prevent the re-appointment of such Investor Director to the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisBoard. (d) The Series B Preferred Directors Each Founder Party agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote, or cause to be voted, or execute proxies or written consents, as the case may be, and the Company agrees that it shall not take any action, in favor of the removal of the Investor Director unless such removal shall be entitled for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofof its Subsidiaries, as provided in the Certificate (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude or (iii) abuse of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until For so long as Tencent is an Important Shareholder, Tencent shall have the occurrence right, following consultation with the Company (but, for the avoidance of an Investor Rights Termination Eventdoubt, (i) there shall be five (5) directors of the Companyat Tencent’s discretion), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate designate one (1) individual director or director nominee, who of the Company (the “Tencent Director”) for nomination for election to the Company’s board of directors (the “Board”). The Tencent Director shall be independent under appointed to each committee of the Board (other than the Audit Committee (the “Audit Committee”)) in place from time to time; provided that (i) the Board will have the right to approve the Tencent Director (such approval not to be unreasonably withheld, conditioned or delayed, it being understood that such approval right is intended to permit the Board to comply with its fiduciary duties and that Tencent will, subject to those duties, be entitled to select its designee in its discretion), (ii) the Tencent Director shall at all times be an individual from the senior management of Tencent; (iii) the Company may exclude any director from meetings of the Board or its committees if (A) attendance would violate any applicable Nasdaq securities laws or listing requirements or (B) the Board reasonably determines that such exclusion is necessary with respect to any matter in which such director holds any interest adverse to the Company or its Subsidiaries or to preserve attorney-client privilege. Each of Tencent and SEC rulesE-House hereby agrees to cause any director designated by it, to serve as and any director of the Company who is a director, officer or employee of it or its affiliates, to be bound by and comply with the Company’s confidentiality, trading windows and blackout policies applicable to directors, as provided in effect from time to time and duly noticed to the Certificate of Designation (collectively, the “Series B Preferred Directors”)directors. (b) Until For so long as Tencent has the occurrence right to designate the Tencent Director for nomination for election to the Board pursuant to Section 3.1(a), E-House and the Company agree to use their reasonable best efforts to cause the election or appointment of an Investor Rights Termination Eventthe Tencent Director to the Board, at each including by (i) nominating such individual to be elected as a director of the Company Stockholders’ Meetingas provided herein, or upon (ii) including such nomination and other required information regarding such individual in the taking of a written consent Company’s proxy statement for its annual meeting of stockholders for and (iii) solicitation of proxies in connection with the election of such purpose: individual as a director of the Company. The Company shall (a) at all times maintain directors’ and officers’ liability insurance for the holders benefit of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series Tencent Director in accordance with past and current practice for directors of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Company and (b) enter into an indemnification agreement with the remaining two Tencent Director on the effective date of this Agreement (2) directors or, in the case of any subsequent Tencent Director, on the Companydate such person becomes a director), in each case, to the reasonable satisfaction of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Tencent. (c) Any Series B Preferred For so long as Tencent has the right to designate the Tencent Director elected for nomination for election to the Board pursuant to Section 2 of 3.1(a), in the Certificate of Designation may be removed event that a vacancy is created at any timetime by the death, disability, retirement, resignation or removal (with or without cause bycause) of the Tencent Director, Tencent shall have the right to designate a replacement to fill such vacancy, and only byE-House and the Company, subject to applicable law, the affirmative vote, given at a meeting or by written consent, bylaws and the fiduciary duties of the holder(s) who designated Board, shall use their reasonable best efforts to take all necessary or nominated such director. The Remaining Directors desirable actions as may be removed at required under applicable law to cause the individual designated by Tencent to be appointed or elected without delay. For so long as Tencent has the right to designate the Tencent Director for nomination for the election to the Board pursuant to Section 3.1(a), none of E-House and the Company shall take any time, with or action to cause the removal of the Tencent Director without cause by the affirmative vote, given at a meeting or by written consent, (provided that (i) any material violation of the holders confidentiality agreement between the Tencent Director and the Company shall constitute cause and (ii) E-House and the Company shall consult with Tencent prior to the removal of the Voting SecuritiesTencent Director for cause) unless it is directed to do so by Tencent, voting together and if the Company is so directed, the Company shall use its reasonable best efforts to take all necessary or desirable actions to effect such removal and to elect a replacement without delay as a single class on an as-converted to Common Stock basisprovided in the immediately preceding sentence. (d) The Series B Preferred Directors Notwithstanding the provisions of Section 3.1(a), (b) and (c) above, as of and after such time as Tencent, together with its affiliates, is no longer an Important Shareholder, Tencent shall be entitled have no right to reimbursement nominate any Director to the Board as set forth in this Section 3.1, and E-House and the Company shall have the right to remove or procure the removal of, and Tencent shall render all reasonable and necessary assistance for the purpose of the removal of the Tencent Director from the Company for all costs and expenses Board in attending accordance with any meetings resolution of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersShareholders.

Board Representation. (a) Until Effective on the occurrence date hereof, the Board shall be comprised of an Investor Rights Termination Event, seven (7) Directors of whom: (i) there three (3) shall be five (5) directors designees of the CompanyInvestor Stockholders (the "Investor Representatives"), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq the designee of ITI (the "ITI Representative"), (iii) one (1) shall be the designee of Casty (the "Casty Representative"), (iv) one (1) shall be an Independent Director designated by the Investor Stockholders (the "Investor Independent Representative") and SEC rules(v) one (1) shall be an Independent Director acceptable to the Investor Stockholders, Casty and ITI (with such consents not to serve be unreasonably withheld or delayed) (the "Independent Representative"). The initial Investor Representatives shall be Xxxxxxx X. Xxxxx, Xxxx X. Lama and Xxxxxxx Xxxxxxx, the initial ITI Representative shall be Shalom, the initial Casty Representative shall be Eidelstein, the initial Investor Independent Representative shall be Xxxxxxx Xxxxxxxxx and the initial Independent Representative shall be Xxxxxx Xxxxx. For purposes hereof, each of the three Investor Representatives and the Investor Independent Representative shall count as a director, one of the four Preferred Directors (as provided defined in the Certificate Certificates of Designation (collectively, the “Series B Preferred Directors”Designation). (b) Until The Company shall take such action as may be required under applicable law (i) to cause the occurrence Board to consist of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking number of a written consent of stockholders for such purpose: Directors specified in clause (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), (ii) to elect the Series B Preferred Directors, as provided include in the Certificate slate of Designationnominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Investor Independent Representative and the Independent Representative (collectively, the "Representatives"), and (biii) to cause the remaining two (2) directors Representatives to be duly appointed in accordance with the foregoing and, in the case of the CompanyInvestor Representatives, each in accordance with the Certificates of whom shall be independent under applicable Nasdaq and SEC rulesDesignation. The Company agrees to use its reasonable best efforts to cause the election of the Representatives to the Board, shall including nominating such individuals to be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Directors as provided herein. (c) Any Series B Preferred Director elected pursuant to Section 2 Each of the Certificate of Designation may be removed at any time, with or without cause by, Investor Stockholders and only by, the affirmative Stockholders agrees to vote, given at a meeting or act by written consentconsent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the holder(s) who stockholders of the Company at which Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary to cause the Representatives designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative voteothers in accordance with the terms of this Agreement to be elected to the Board and agrees to use his or its reasonable best efforts to cause the election of each such designee to the Board, given at a meeting or by written consent, of the holders of the Voting Securities, voting together including nominating such individuals to be elected as a single class on an as-converted to Common Stock basisDirectors. (d) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Representative, the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the party or parties that designated such Director as soon as possible, who is designated in the manner specified in this Section 2.1. Each of the Company, Investor Stockholders and the Stockholders hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of any party who is entitled to designate a Representative, each of the Investor Stockholders and Stockholders shall vote, or act by written consent with respect to all Voting Securities beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such party. Unless, any party who is entitled to designated a Representative shall otherwise request in writing, none of the others shall take any action to cause the removal of any Director designated by the former. (e) Each of the Company, the Investor Stockholders and the Stockholders agrees not to take any action that would cause the number of Directors constituting the entire Board to be other than the number provided in Section 2.1(a) without the written consent of each other party entitled to designate a Representative. (f) The Series B Preferred Directors covenants and agreements set forth herein shall be entitled subject to reimbursement from the Company for all costs and expenses in attending any meetings fiduciary obligations of the Board Representatives now or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of hereafter serving on the Board and shall not prevent the Representatives now or hereafter serving on the Board from taking any committee action or refraining to take any action while acting in the capacity as a Director of the Board of which any Company. The foregoing shall not limit the rights or obligations of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticesInvestor Stockholders, minutes, consents ITI and other materials provided to all other members Casty in their capacity as stockholders of the Board concurrently as such materials are provided to the other membersCompany hereunder.

Board Representation. Subject to the director qualification standards of each of the Company and Republic First Bank (athe “Bank”), within 30 calendar days of the date of this Consulting Agreement, the Company shall, and shall cause the Bank to, appoint Consultant’s designee (the “Designee”) Until to the occurrence Board of an Investor Rights Termination EventDirectors of the Company and the Board of Directors of the Bank, respectively, as a Class III member to serve in accordance with the articles of incorporation and bylaws of the Company and the articles of incorporation and bylaws of the Bank. During the Term, (i) there with respect to each meeting of the Company's stockholders at which the Designee's then-current term expires, the Company's board of directors shall nominate the Designee and the Company shall recommend to its stockholders the election of the Designee to the Company's board of directors, and the Company shall solicit proxies for election of the Designee to the same extent as it solicits proxies for its other nominees for the board of directors, and (ii) with respect to each meeting of the Bank's stockholder (or any action by written consent in lieu of such meeting) at which the Designee's then-current term expires, the Company shall elect the Designee to serve on the Bank's board of directors, in each case subject to the director qualification standards of the Company and the Bank, respectively. During the Term, in the event that the Designee is unable to continue serving as a director of the Company and the Bank as a result of illness, incapacity, death, retirement, resignation or any other reason, Consultant shall designate an individual to replace the Designee as a director of the Company and the Bank, subject to the director qualification standards of the Company and the Bank, respectively, and the Company shall promptly take all action necessary to cause such individual to be elected to the boards of directors of the Company and the Bank (and such individual shall constitute the "Designee" for all purposes hereunder). The Designee shall be five entitled to the same compensation, expense reimbursement and indemnification in connection with his or her service as a director as are enjoyed by the other members of the board of directors of the Company and the Bank. Upon termination of this Consulting Agreement pursuant to Section 1(b) by the Company or by the Consultant, or, if later, on such date as Consultant, together with (5i) directors his affiliates, (ii) the persons listed on the attached Exhibit A and (iii) any other person who may be deemed, with Consultant, to constitute a “group,” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder), is not the record or beneficial owner of at least 4.9% of the outstanding Common Stock of the Company, except Consultant shall use his reasonable best efforts to cause the Designee to resign from service as otherwise agreed to by Phoenix a director of the Company and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Bank. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until Subject to Sections 2(b) and 3(n) below, beginning on the occurrence ninety first (91st) day following the date of an effectiveness of the Company’s registration statement on Form S-1 related to the IPO, at any time at which the Investor Rights Termination Eventand its Affiliates, collectively, beneficially own (i) there the Required Shares and (ii) at least 4.9% of the Company’s then-outstanding voting Common Stock, the Company shall be five (5) support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual person designated at any time and from time to time by the Investor (the “Investor Designee”). In the event that the Investor Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the Company shall cause the vacancy to be filled by the election or appointment of another director nomineenominated by the Investor as soon as reasonably practicable in compliance with applicable laws, who shall be independent under rules and regulations. Investor will provide the Company, in writing, the information about the Investor Designee that is reasonably required by applicable Nasdaq and SEC rules, to serve as a director, as provided law for inclusion in the Certificate Company’s proxy materials for meetings of Designation (collectivelystockholders promptly after the Company requests such information from the Investor, and will cause the “Series B Preferred Directors”)Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Until Notwithstanding the occurrence provisions of an Section 2(a), the Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon shall not designate a particular individual as a nominee to the taking Board of Directors if a written consent of stockholders for such purpose: (a) the holders majority of the Series B Preferred Stock shall have disinterested members of the rightBoard of Directors reasonably and in good faith determines, voting separately as a class (to the exclusion of all other classes or series of after consultation with the Company’s capital stock)outside legal counsel and upon written advice of such counsel, that such person would not be qualified to elect the Series B Preferred Directors, serve as provided in the Certificate of Designation, and (b) the remaining two (2) directors a director of the Company, each of whom shall be independent Company under applicable Nasdaq and SEC ruleslaw, shall be elected by the holders of Voting Securitiesrule or regulation, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 rule of the Certificate of Designation may be removed at any time, with stock exchange on which the Company’s shares are listed or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of DesignationBylaws. The Company shall notify the Series B Preferred Directors Investor of any objection to an Investor Designee pursuant to this Section 2(b) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors, and in no event less than the first business day after such determination by the Board of Directors, so as to enable the Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. (c) Subject at all regular times to Section 3(n) below and special the other limitations set forth in this Section 2(c), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates, collectively, no longer beneficially own the Required Shares, the Company shall invite a designee of the Investor (the “Observer”) to attend all meetings of the Board of Directors and any each committee of thereof in a nonvoting observer capacity. In this respect, the Board of which any of the Series B Preferred Directors is a member. The Company shall provide give the Series B Preferred Directors with Observer copies of all notices, minutes, consents consents, and other materials that it provides to its directors at the same time and in the same manner as provided to all other such directors; provided, however, that such Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude the Observer from any meeting or portion thereof that the (A) Board of Directors determines based upon the advice of outside counsel that (i) access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or (ii) such information or attendance at such meeting would result in a conflict of interest or (B) (i) the Board of Directors reasonably determines in good faith that the Observer or an Affiliate of the Observer is a competitor of the Company, or (ii) to protect trade secrets. With respect to the Observer, the Company’s obligations under this Section 2(c) are contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in a form that is reasonably acceptable to the Company and the Investor and (y) agreeing to be bound by the Company’s ixxxxxx xxxxxxx and window policies then in effect and applicable to members of the Board concurrently as of Directors. Additionally, the rights set forth in this Section 2(c) may only be exercised by the Investor at such materials are provided to time or times when no Investor Designee is on the other membersBoard of Directors.

Board Representation. (a) Until For so long as Purchasers and any Permitted Transferees own, in the occurrence aggregate, at least the Required Interest, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all shares of an Investor Rights Termination EventCommon Stock which such Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the nominees (each a "Purchaser Designee") to the Board of Directors of the Company designated by MSREF III and MSP (or their Permitted Transferees) pursuant to the provisions of Section 4.10 of the Purchase Agreement, at any regular or special meeting of the shareholders of the Company (iincluding any adjournments thereof) there shall be five (5) called for the purpose of electing directors of the Company, except as otherwise agreed the foregoing shall not apply to by Phoenix the extent any Purchaser Designee has been elected to the Board of Directors and the Required Holders or as provided is in the Certificate a class of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)not currently standing for re-election. (b) Until For so long as Purchasers and any Permitted Transferees own, in the occurrence aggregate, less than the Required Interest but at least the Minimum Interest, each Stockholder shall vote or cause to be voted (including by written consent, if applicable) all shares of an Investor Rights Termination EventCommon Stock which such Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the nominee to the Board of Directors of the Company designated by MSP (or its Permitted Transferee) pursuant to the provisions of Section 4.10 of the Purchase Agreement, at each Company Stockholders’ Meeting, any regular or upon the taking of a written consent of stockholders for such purpose: (a) the holders special meeting of the Series B Preferred Stock shall have shareholders of the right, voting separately as a class Company (to including any adjournments thereof) called for the exclusion purpose of all other classes or series electing Directors of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant In the event any Purchaser Designee shall resign, or be removed, or be unable to Section 2 serve for any reason prior to the expiration of his or her term as a director of the Certificate Company, in accordance with Section 4.10 of Designation the Purchase Agreement, MSREF III or MSP (or their Permitted Transferees), as the case may be, shall have the right to notify the Board of Directors of a replacement Purchaser Designee, and, to the extent the shareholders of the Company shall be removed at any timerequired to vote on the matter, with each Stockholder shall vote or without cause by, and only by, the affirmative vote, given at a meeting or to be voted (including by written consent, if applicable) all shares of Common Stock which such Stockholder has the power to vote or in respect of which such Stockholder has the power to direct the vote in favor of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by replacement Purchaser Designee to fill the affirmative vote, given at a meeting or by written consent, unexpired term of the holders of director nominee which such new nominee is replacing. Each Purchaser Designee shall be reasonably acceptable to the Voting Securities, voting together Company as a single class on an as-converted to Common Stock basisprovided in the Purchase Agreement. (d) The Series B Preferred Directors Each Stockholder agrees that he or it shall be entitled not take any direct or indirect action to reimbursement remove any Purchaser Designee from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which Directors without cause. (e) In order to effectuate the provisions of this Agreement, each Stockholder hereby agrees that when any action or vote is required to be taken by such person in his or its capacity as a stockholder pursuant to this Agreement, such person shall, subject to compliance with the Company's Amended and Restated Bylaws, use his or its reasonable best efforts to call, or cause the appropriate officers and directors of the Series B Preferred Directors is Company to call, a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members special or annual meeting of the Board concurrently shareholders, as such materials are provided the case may be, or to the other membersextent permitted by law, to execute a written consent in lieu of any such meetings.

Board Representation. (a) Until The Board of Directors shall, prior to the occurrence Closing, elect a total of an four nominees designated in writing by the Investor Rights Termination Event(such persons, (i) there shall or replacements designated by the Investor, the "Board Nominees"), to the Board of Directors, to be five (5) directors allocated to Class I, Class II or Class III as specified by the Investor. Commencing with the annual meeting of stockholders of the CompanyCompany the record date for which next follows the Closing Date, except as otherwise agreed to by Phoenix and at each annual meeting of stockholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors or director nominees up for election to serve as directors the Board of Directors at such annual meeting equal to the number of Board Nominees in such class immediately prior to such election and the Required Holders Company shall use its best efforts to cause the election to the Board of Directors of such Board Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to nominate one (1) individual director present to the Board of Directors or director nomineethe nominating committee thereof two nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, who disability, resignation or removal of a Board Nominee, the Investor shall be independent under applicable Nasdaq and SEC rules, to serve as designate a replacement for such director, as provided in which replacement the Certificate Company shall cause to be elected to the Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Board Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.02(a) to be included in the taking slate of a written consent nominees recommended by the Board of Directors to the stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant annual meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationstockholders, and (b) shall use its best efforts to cause the remaining two (2) directors election of each such Board Nominee, including soliciting proxies in favor of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Board Nominees for election to the Board of Directors in the event that (i) less than $130,000,000 in Stated Value of the Series B A Preferred Director elected Stock is outstanding or (ii) the Investor and its Affiliates do not Beneficially Own, in the aggregate, more than 50% of the then outstanding shares of Series A Preferred Stock. In the event that the Investor shall not be entitled to designate Board Nominees for election to the Board of Directors, the Board Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Original Number of Series A Shares specified in this Section 5.02(c). If a Board Nominee does not resign on or prior to such thirtieth day as required pursuant to Section 2 the immediately preceding sentence, a majority of the Certificate Board of Designation may be removed at Directors (excluding any time, with or without cause by, and only by, Board Nominees) shall have the affirmative vote, given at a meeting or by written consent, right to remove such Board Nominee from the Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of If the Board of which Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Series B Preferred Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which a Board Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a memberBoard of Directors meeting at which a Board Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as a Board Nominee. The Company shall provide Board of Directors has approved the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members executives of the Investor set forth on Schedule 5.02(d) as Board concurrently Nominees for all purposes hereof as such materials are provided to the other membersdate hereof.

Board Representation. (a) Until At the occurrence Closing, the Company shall appoint two Directors designated by the Investor Shareholders for election by the Board and obtain resignations from two of an Investor Rights Termination Eventthe Directors that are not Independent Directors serving on the Board such that the Board shall consist initially of seven Directors. During the Term of this Agreement, (i) there the Investor Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall be five (5) directors have the right to nominate for election to the Board two Directors to the Board for so long as the Investor Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the Companythen outstanding Common Stock (the "Investor Directors"), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the Existing Shareholders, acting as a group (by majority vote based on number of shares of Common Stock held), shall have the right to nominate for election to the Board two Directors to the Board for so long as the Existing Shareholder Group collectively owns of record a number of shares of Common Stock equal to at least 10% of the then outstanding Common Stock (the "Existing Shareholder Directors") and (iii) the Investor Directors and the Existing Shareholder Directors shall jointly nominate three Independent Directors. In addition, in the event that the Board (including at least one Investor Director and one Existing Shareholder Director) determines to increase the number of directors above seven, such additional directors shall be Independent Directors and shall be jointly nominated by the Investor Directors and the Existing Shareholder Directors. Any nomination for the replacement of (x) a Investor Director prior to the expiration of his or her respective term shall be made by the remaining Investor Director or, if no Investor Directors remain, by the Investor Shareholders, (y) an Existing Shareholder Director prior to the expiration of his or her respective term shall be made by the remaining Existing Shareholder Director or, if no Existing Shareholder Directors remain, by the Existing Shareholders or (z) an Independent Director prior to the expiration of his or her respective term shall be made jointly by the Investor Directors and the Existing Shareholder Directors; provided, however, that the current independent Directors shall be entitled to nominate two (2) individual directors serve through the earlier to occur of their resignation or director nominees the expiration of their respective current terms and; provided, further that to serve as directors the extent that the Board or any member thereof reasonably believes that it would be contrary to his, her or its fiduciary duties to the Company and the Required Holders shall be entitled its shareholders to nominate one (1) individual director any Investor Director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, Existing Shareholder Director to serve as a director, as provided in the Certificate of Designation (collectivelyBoard or any Committee thereof, the “Series B Preferred Directors”)Board, or any member thereof, may refuse to make such nomination and such refusal shall not be deemed a breach of this Agreement. (b) Until Subject to Section 2.1(a), the occurrence of an Company, the Investor Rights Termination EventShareholders and the Existing Shareholders at all times shall take such action as may be reasonably required under applicable law to cause the Investor Shareholders' designee(s) and the Existing Shareholders' designee(s) to be elected to the Board. Furthermore, at the Company hereby agrees, subject to Section 2.1(a), to (i) include each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Director designees of the right, voting separately as a class Investor Shareholders and the Existing Shareholders (to which are up for election in accordance with the exclusion of all other classes or series Bylaws of the Company’s capital stock) on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any Committee thereof), (ii) recommend the election of the Director designees of the Investor Shareholders and the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors shareholders of the Company, each and (iii) without limiting the foregoing, to otherwise use commercially reasonable efforts to cause the Director designees of whom shall be independent under applicable Nasdaq the Investor Shareholders and SEC rules, shall the Existing Shareholders (which are up for election in accordance with the Bylaws of the Company) to be elected by to the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant to Section 2 During the Term of this Agreement, one of the Certificate of Designation may two Investor Directors shall be removed at any time, with or without cause by, and only by, the affirmative vote, given at appointed as a meeting or by written consent, member of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, Compensation Committee of the holders Board and one of the Voting SecuritiesInvestor Directors shall have the right to attend all Audit Committee meetings; provided, voting together however, that in the event that the Company is listed on The Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading), then each Investor Director shall be qualified under the rules and regulations of the SEC and the Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading) and the Company's guidelines (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time to serve as a single class on an as-converted to Common Stock basismember of the Compensation Committee. (d) The Series B Preferred Directors During the Term of this Agreement, none of the following actions shall take place without the consent of at least one of the Investor Directors: (i) the issuance, redemption or purchase of equity or debt of the Company (including the issuance of warrants and/or the expansion of the Company's current stock option plan), excluding (x) issuances of equity or debt securities and the incurrence of debt in connection with Permitted Acquisitions (defined below), (y) the incurrence of debt in connection with inventory, equipment or lease financing in the ordinary course of business in any fiscal year in an amount not to exceed 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year together with all then outstanding inventory, equipment or lease financings, and (z) debt incurred under lines of credit or revolving credit facilities or any renewals, extensions, substitutions, refundings, refinancings or replacements of such indebtedness in an amount not to exceed the greater of the amount outstanding on the date hereof and 5% of the Company's gross revenue calculated in accordance with GAAP, consistently applied (as set forth in financial statements filed with the SEC) for the prior fiscal year. (ii) the issuance of any omnibus stock plan which would permit the issuance to employees, officers or directors of the Company of options for Company stock; provided however, that such consent shall not be required for the approval of an omnibus stock plan of up to 18% of the number of shares of Common Stock outstanding on the Closing Date (after giving effect to the issuance of Common Stock pursuant to the Purchase Agreements), so long as such plan provides that (i) no more than 20% of the shares of Common Stock available for grant under such plan shall be entitled granted in any one calendar year, (ii) no more than 3.5% of the shares of Common Stock available for grant under such plan shall be granted to reimbursement any one individual in any one calendar year, and (iii) no more than 50% of the shares of Common Stock granted under such plan in any given year shall be granted to the officers and directors of the Company or any of their respective Affiliates (excluding officers and directors of the Company who derive at least 50% of their cash compensation from the Company as sales commission). (As of the date hereof, the persons set forth on Schedule III derive at least 50% of their cash compensation from the Company as sales commission); or (iii) the creation of any new class of securities; or (iv) any Affiliate Transaction, other than Affiliate Transactions entered into prior to the date hereof and set forth on the Disclosure Schedules to the Investor Purchase Agreement on the terms in effect on the date hereof (including the repayment of debt in accordance with its terms in effect on the date hereof or accrued compensation as of the date hereof owed to Affiliates); or (v) changes to the certificate of incorporation or bylaws of the Company or the formation of new committees; or (vi) the entering into a merger, reorganization or sale of the Company or any of it Subsidiaries or the disposal of any significant portion of their respective assets, or the acquiring of any significant business or assets from another Person (whether by merger, asset or stock purchase or otherwise), other than mergers, acquisitions or other business combinations involving the acquisition of a business offering the same or complimentary services or products to those offered by the Company, provided that the aggregate purchase price for all costs and expenses such businesses in attending any meetings 12-month period does not exceed 5% of the Company's gross revenue (calculated in accordance with GAAP, consistently applied, (as set forth in financial statements filed with the SEC) for the prior fiscal year ("Permitted Acquisitions"); or (vii) material changes to the business lines of the Company as in effect on the date hereof. (e) During the Term of this Agreement, (i) the Investor Shareholders agree to vote all shares of Common Stock then owned by such Investor Shareholder so as to elect to the Board the Investor Directors, the Existing Shareholder Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof and (ii) each Existing Shareholder agrees to vote all shares of Common Stock then owned by such Existing Shareholder so as to elect to the Board the Existing Shareholder Directors, the Investor Directors and the Independent Directors during the Term of this Agreement pursuant to Section 2.1(a) hereof. In the event that the Board, acting in good faith in the exercise of its fiduciary duty, determines not to recommend to the Company's stockholders to elect as a director a designee of the Investor Shareholders or any committee thereofa designee of the Existing Shareholders, if the Investor Shareholders or the Existing Shareholders determine to solicit proxies from the Company's stockholders to vote for such nominee, the Company shall reimburse the Investor Shareholders Group or the Existing Shareholder Group, as provided the case may be, for their reasonable cost incurred in connection with the Certificate solicitation of Designation. The Company shall notify the Series B Preferred such proxies. (f) If one or more Investor Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other serve as members of the Board concurrently at a time when the Investor Shareholders no longer have the right to designate a Director, promptly following a written request by a majority of the Board, the Investor Shareholders shall immediately cause the Investor Director(s) to resign, as such materials are provided so requested. (g) If one or more Existing Shareholder Directors serve as members of the Board at a time when the Existing Shareholders no longer have the right to designate a Director, promptly following a written request by a majority of the other membersBoard, the Existing Shareholders shall immediately cause the Existing Shareholder Director(s) to resign, as so requested.

Board Representation. (a) Until Upon the occurrence of an Investor Rights Termination EventClosing, (i) there the Company shall increase the size of the Board by one director and (ii) the Board shall fill this vacancy with one person designated by the Investor who shall be five (5) directors reasonably acceptable to the Board and shall meet all qualifications required by written policy of the Company, except as otherwise agreed to by Phoenix including, without limitation, the Board, the Nominating and Governance Committee of the Board and the Required Holders or as provided ethics and compliance program of the Company, in effect from time to time that apply to all nominees for the Certificate of Designation; and Board (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred DirectorsQualified Nominee”). (b) Until the occurrence of an Investor Rights Termination Event, (i) at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders annual meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors stockholders of the Company, each of whom the Board shall be independent under applicable Nasdaq nominate and SEC rules, shall be elected recommend for election one Qualified Nominee designated by the holders of Voting Securities, voting together Investor to serve as a single class director on an as-converted to Common Stock basis the Board (the “Remaining DirectorsBoard Representative”) and shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Investor and serving on the Board pursuant to Section 2.3(a) above, and that the Investor’s right to designate a Qualified Nominee to serve on the Board at any given time shall be limited to one person); provided that such efforts will not require the Company to postpone its annual meeting of stockholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board, including that the Company will not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Investor, the Board shall elect as a director to fill the vacancy so created a Qualified Nominee designated by the Investor to fill such vacancy. (c) Any Series B Preferred Director elected pursuant The Board Representative shall be entitled to Section 2 the same compensation and same indemnification in connection with his or her role as a director as the other members of the Certificate of Designation may be removed at any time, with or without cause byBoard, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and documented, reasonable out-of-pocket expenses incurred in attending any meetings of the Board or any committee committees thereof, to the same extent as provided in the Certificate other members of Designationthe Board. The Company shall notify the Series B Preferred Directors Board Representative of all regular and special meetings of the Board and shall notify the Board Representative of all regular and special meetings of any committee of the Board of which any of the Series B Preferred Directors Board Representative is a member. The Company shall provide the Series B Preferred Directors Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Company shall, at or prior to the occurrence First Closing Date, cause one vacancy to be created on its Board of an Investor Rights Termination Event, Directors (i) there shall be five (5) directors by increasing the number of members of the Company, except as otherwise agreed Board of Directors or otherwise) and at such date shall cause one person designated by the Fund to by Phoenix and be elected to its Board of Directors. Such designee shall serve until the Required Holders or as provided in next succeeding annual meeting of stockholders of the Certificate of Designation; and (ii) Phoenix shall Company to be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)held after such election. (b) Until Commencing with such next succeeding annual meeting of stockholders of the occurrence of an Investor Rights Termination EventCompany referred to in Section 10.10(a), and at each Company Stockholders’ Meeting, or upon the taking of a written consent annual meeting of stockholders for such purpose: (a) the holders of the Series B Company thereafter, so long as the Fund holds 20% of the shares of Common Stock issued or issuable upon conversion of the Preferred Stock Shares (whether or not the Preferred Shares have been converted) acquired by the Fund on the First Closing Date and Second Closing Date, if any, the Fund shall have the right, voting separately as a class (be entitled to designate one director to the exclusion Company's Board of all other classes or series Directors. The Company shall cause such designee of the Company’s capital stock), Fund to elect the Series B Preferred Directors, as provided be included in the Certificate slate of Designationnominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designee, including voting all shares for which the Company holds proxies (bunless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the remaining two (2election of such person. Notwithstanding the foregoing, if the Fund has not designated a person pursuant to Section 10.10(a) directors and is entitled to do so, the Fund shall be entitled to receive all notices and materials distributed to the members of the Board of Directors of the Company, each of whom and to designate one person who shall be independent under applicable Nasdaq entitled to attend all meetings of the Board of Directors and SEC rules, shall be elected by the holders committees thereof and to receive minutes of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)all such meetings upon preparation thereof. (c) Any Series B Preferred Director elected pursuant to Section 2 In the event such designee of the Certificate Fund shall cease to serve as a director for any reason, other than by reason of Designation may be removed at any time, with or without cause by, and only bythe Fund not being entitled to designate a designee as provided in Section 10.10(b), the affirmative vote, given at Company shall use its reasonable best efforts to cause the vacancy resulting thereby to be filled by a meeting or by written consent, designee of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisFund. (d) The Series B Preferred Directors shall be entitled In addition to reimbursement from the Company for all costs rights granted pursuant to Sections 10.10(a), (b) and expenses in attending any meetings (c) above, (i) so long as the Fund holds 20%of the shares of Common Stock issued or issuable upon conversion of the Board Preferred Shares (whether or any committee thereofnot the Preferred Shares have been converted) acquired by the Fund on the First Closing Date and the Second Closing Date, as provided in if any, the Certificate of Designation. The Company Fund shall notify have the Series B Preferred Directors of right to have a representative attend all regular and special meetings of the Board of Directors of the Company and any committee (ii) so long as CIP holds 20%of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by CIP on the First Closing Date and the Second Closing Date, if any, CIP shall have the right to have a representative attend all regular and special meetings of the Board of which any Directors of the Series B Preferred Directors is a memberCompany. The Company These visitation rights shall provide include the Series B Preferred Directors with copies of all notices, minutes, consents right to receive the same notice and other materials provided to all other members of the Board concurrently at the same time as such materials are provided to the other membersBoard.

Board Representation. (a) Until The Merger Agreement provides that promptly after such time as the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Offeror acquires Shares pursuant to the Offer which represent at least a majority of the Companyoutstanding Shares (on a fully diluted basis), except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Parent shall be entitled to nominate designate at its option up to that number of directors, rounded to the next whole number, of the Company Board, subject to compliance with Section 14(f) of the Exchange Act, as will make the percentage of the Company's directors designated by the Parent equal to the aggregate voting power of the Shares owned by the Offeror, the Parent or any of their affiliates (assuming the exercise of all options to purchase Common Stock); provided, however, until the Effective Time, such Board of Directors shall have at least two directors who are directors on the date of the Merger Agreement (2) individual directors the "Company Designees"), provided, that subsequent to the purchase of and payment for Shares pursuant to the Offer, the Parent shall always have its designees represent at least a majority of the entire Company Board. From and after the time that the Parent's designees constitute a majority of the Company Board, any actions relating to the amendment or director nominees to serve as directors and termination of the Required Holders Merger Agreement by the Company or any extension of time requiring the approval of the Company or waiver of any condition or rights of the Company thereunder or any action that would adversely affect the rights of the stockholders of the Company or the holders of Options must be approved by a majority of the Company Designees then in office; provided, that if the number of Company Designees shall be reduced below two for any reason whatsoever, any remaining Company Designee shall be entitled to nominate one (1) individual director or director nominee, designate a person to fill such vacancy who shall be independent under applicable Nasdaq and SEC rulesdeemed to be a Company Designee for purposes of the Merger Agreement or, to serve as a director, as provided in the Certificate of Designation (collectivelyif no Company Designee then remains, the “Series B Preferred Directors”). (bother directors shall designate two persons to fill such vacancies who shall not be stockholders, affiliates or associates of Offeror or Parent and such persons shall be deemed to be Company Designees for purposes of the Merger Agreement. Subject to applicable law, the Company has agreed to take all action requested by the Parent which is reasonably necessary to effect any such election, including mailing to its stockholders the information required by Section 14(f) Until of the occurrence Exchange Act and Rule14f-1 promulgated thereunder. Conditions Precedent. The respective obligations of an Investor Rights Termination Event, each party to effect the Merger are subject to the fulfillment at each Company Stockholders’ Meeting, or upon prior to the taking Effective Time of a written consent of stockholders for such purposethe following conditions: (ai) if required by applicable law, the holders stockholders of the Series B Preferred Stock Company shall have approved the rightMerger; provided, voting separately as a class (however, that the Parent and the Offeror shall vote all of their shares of Company Common Stock entitled to the exclusion of all other classes or series vote thereon in favor of the Company’s capital stock)Merger, (ii) no statute, rule, regulation, executive order, decree, ruling or injunction or other order issued by any court of competent jurisdiction or other governmental or regulatory entity preventing the consummation of the Merger shall be in effect; provided, however, that each of the parties shall have used its reasonable efforts to elect the Series B Preferred Directorshave any such decree, as provided in the Certificate of Designationruling, injunction or order vacated, and (biii) all material governmental consents, orders and approvals legally required for the remaining two (2) directors consummation of the CompanyMerger shall have been obtained and any waiting period (and any extension thereof) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis amended (the “Remaining Directors”). (c"HSR Act") Any Series B Preferred Director elected pursuant to Section 2 and under antitrust laws of applicable jurisdictions outside the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided United States applicable to the other membersMerger shall have expired or been terminated.

Board Representation. (a) Until In consideration of the occurrence of an Investor Rights Termination EventValueAct Group’s agreement set forth in Sections 2 and 3 below, the Board will (i) there shall nominate Xx. Xxxxxxx X. Ubben (the “ValueAct Designee”) for election as a director of the Company at the 2013 annual meeting of stockholders of the Company for a term to expire at the Company’s 2014 annual meeting of stockholders, (ii) name and recommend the ValueAct Designee as a nominee for election to the Board in the Company’s Proxy Statement and (iii) cause all proxies received by the Company to be five voted in the manner specified by such proxies. In addition, in the event that such addition or nomination is timely made and the obligations of the ValueAct Group hereunder have not then been otherwise terminated, the Company (5acting through the Board) directors agrees that it will not withdraw such nomination prior to its being voted upon by the stockholders of the Company at the 2013 annual meeting of stockholders of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (Notwithstanding anything to the exclusion of all other classes or series of contrary in this Agreement, the Company’s capital stock), to elect the Series B Preferred Directors, as provided rights and privileges set forth in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom this Section 1 shall be independent under applicable Nasdaq personal to the ValueAct Group and SEC rulesmay not be transferred or assigned to any individual, shall be elected by the holders corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of Voting Securitiesany kind or nature (each, voting together as a single class on an as-converted to Common Stock basis (the “Remaining DirectorsPerson”). (c) Any Series B Preferred Director elected pursuant If during the Standstill Period a vacancy on the Board is created as a result of Xx. Xxxxx’x death or resignation, disqualification or removal from the ValueAct Group, then the ValueAct Group and the Company (acting through the Board) shall work together in good faith to Section 2 fill such vacancy or replace such nominee with an individual who is (i) approved by the Company’s Corporate Governance and Nominating Committee (such approval not to be unreasonably withheld) and (ii) otherwise mutually acceptable (in each of their sole discretion) to the Certificate of Designation may be removed at any time, with or without cause byValueAct Group and the Company, and only by, thereafter such individual shall serve and/or be nominated as the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis“ValueAct Designee” under this Agreement. (d) The Series B Preferred Directors Company’s obligations hereunder shall terminate, and the ValueAct Designee shall promptly offer to resign from the Board (and, if requested by the Company, promptly deliver his written resignation to the Board (which shall provide for his immediate resignation) it being understood that it shall be entitled in the Board’s sole discretion whether to reimbursement from accept or reject such resignation) if (i) members of the ValueAct Group, collectively, cease to beneficially own at least 5% of the outstanding securities of the Company or any securities convertible or exchangeable into or exercisable for all costs and expenses in attending any meetings securities of the Board Company, including, without limitation, any derivative securities or any committee thereof, as provided in instruments (the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings “Ordinary Shares”) or (ii) a member of the Board and any committee of ValueAct Group, including the Board of which ValueAct Designee, otherwise ceases to comply or breaches any of the Series B Preferred Directors is a memberterms of this Agreement. The ValueAct Group agrees to cause the ValueAct Designee to resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this clause (e). The percentage threshold set forth in this clause (e) shall not be deemed unsatisfied to the extent a failure to maintain the specified ownership thresholds is the result of share issuances or similar Company actions that increase the number of outstanding Ordinary Shares. (e) The ValueAct Group acknowledges that the ValueAct Designee shall provide the Series B Preferred Directors with copies of have all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided obligations, including the fiduciary duties to the other membersCompany and its stockholders, of a director under applicable law and the Company’s organizational documents.

Board Representation. (a) Until Subject to applicable Law, immediately upon payment by Offeror for shares of Company Common Stock accepted at the occurrence Acceptance Time, and from time to time thereafter as shares of an Investor Rights Termination EventCompany Common Stock are acquired by Parent or Offeror, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Offeror representation on the Board of Directors of the Company of at least that number of directors which equals the product of (i) there shall be five the total number of directors on the Board of Directors (5giving effect to the election of any additional directors pursuant to this Section) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Offeror (including for purposes of this Section 1.03 such shares of Company Common Stock accepted for payment) bears to the number of shares of Company Common Stock then outstanding. The Company shall use commercially reasonable efforts to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including, subject to applicable Law and the Company Certificate, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. Subject to applicable Law, the Company shall use commercially reasonable efforts to enable individuals designated by Parent to constitute the same percentage as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03) to be on (i) each committee of the Board of Directors of the Company and (ii) subject to applicable Law and the Company Certificate, each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be entitled subject to nominate two (2compliance with Section 14(f) individual directors or director nominees of the Exchange Act. Subject to serve applicable Law, and subject to Parent supplying the Company as promptly as practicable with the information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of the Required Holders Exchange Act and Rule 14f-1 promulgated thereunder, at the request of Parent, the Company shall be entitled promptly take, at its expense, all actions required pursuant to nominate one (1Section 14(f) individual director or director nominee, who and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a) and shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided include in the Certificate of Designation (collectivelyoriginally filed Schedule 14D-9 and otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the “Series B Preferred Directors”)Exchange Act. (b) Until Notwithstanding the occurrence foregoing, from the Acceptance Time until the Effective Time, the Company shall use its commercially reasonable efforts to cause its Board of an Investor Rights Termination Event, Directors to always have at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining least two (2) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the Company, each continued listing requirements of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis NASDAQ (the “Remaining Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below two (2) for any reason whatsoever, the remaining Continuing Directors (or Continuing Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be a Continuing Director(s) for purposes of this Agreement; provided, further, that the remaining Continuing Directors shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director is appointed in such time period, Parent shall designate such Continuing Director(s); provided, further, that if no Continuing Director then remains, the other directors shall designate two (2) Persons who shall not be Affiliates consultants, representatives or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement. (c) Any Series B Preferred Director elected Notwithstanding anything in this Agreement to the contrary, following the election or appointment of any of Parent’s designees pursuant to Section 2 of 1.03 and until the Certificate of Designation may be removed at any time, with or without cause by, and only byEffective Time, the affirmative vote, given at vote of a meeting or by written consent, majority of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Continuing Directors shall be entitled required to reimbursement from (i) amend or terminate this Agreement on behalf of the Company, (ii) extend the time for performance of any obligation of, or action hereunder by, Parent or Sub (or Offeror), (iii) exercise, enforce or waive compliance with any of the agreements or conditions contained herein for the benefit of the Company, (iv) take any action to seek to enforce any obligations of Parent or Sub (or Offeror) under this Agreement or (v) take any other action by the Company under or in connection with this Agreement or the transactions contemplated hereby. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the reasonable expense of the Company for all costs the purpose of fulfilling their obligations hereunder and expenses in attending shall have the authority, after the Acceptance Date, to institute any meetings action on behalf of the Board or any committee thereof, as provided Company to enforce the performance of this Agreement in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors accordance with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersits terms.

Board Representation. (a) Until The Company shall promptly cause two vacancies to be created on its Board of Directors (by increasing the occurrence number of an Investor Rights Termination Event, (i) there shall be five (5) directors members of the CompanyBoard of Directors or otherwise) and at the Initial Closing shall cause two persons designated by the Fund (unless, except as otherwise agreed after customary investigation of such persons' qualifications, the Board of Directors reasonably determines in good faith that either or both of such persons is not qualified or acceptable under standards applied fairly and equally to all nominees) to be selected to fill such vacancies. One of the persons designated by Phoenix and the Required Fund may, at the Fund's written election, be designated by an Additional Investor, but in no case shall the Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate Preferred Stock collectively designate more than two (2) individual directors or director nominees persons to serve as directors and on the Required Holders Board of Directors. Such designees shall serve until the next succeeding annual meeting of stockholders of the Company to be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)held after such election. (b) Until Commencing with such next succeeding annual meeting of stockholders of the occurrence Company referred to in Section 8.10(a), (i) so long as the Fund holds 50% of the shares of Preferred Stock or Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not the Preferred Shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate two directors to the Company's Board of Directors (one of whom at the Fund's written election may be designated by an Investor Rights Termination EventAdditional Investor) or (ii) so long as the Fund holds 25% of the shares of Common Stock issued or issuable upon conversion of the Preferred Shares (whether or not such shares have been converted) acquired by it under this Agreement, the Fund shall be entitled to designate one director to the Company's Board of Directors, and, in either case, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders relevant future annual meetings of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors stockholders of the Company, each a successor to replace any such director upon expiration of whom his or her term. The Company shall cause such designees (unless, after customary investigation of any such person's qualifications, the Board of Directors reasonably determines in good faith that such person is not qualified or acceptable under standards applied fairly and equally to all nominees) to be included in the slate of nominees recommended by the Board to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such designees, including voting all shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Notwithstanding the foregoing, if the Fund has not designated a person pursuant to Section 8.10(a), or if the Fund is entitled to designate a director or directors to the Company's Board of Directors by virtue of the first sentence of this Section 8.10(b) and the Fund does not designate at least one director to the Company's Board of Directors, the Fund shall be independent under applicable Nasdaq entitled to receive all notices and SEC rulesmaterials distributed to the members of the Board of Directors of the Company, and to designate one person who shall be elected by entitled to attend all meetings of the holders Board of Voting Securities, voting together as a single class on an as-converted Directors and committees thereof and to Common Stock basis (the “Remaining Directors”)receive minutes of all such meetings upon preparation thereof. (c) Any Series B Preferred Director elected pursuant to Section 2 In the event any designee of the Certificate of Designation may be removed Fund (or at the Fund's written election, by an Additional Investor) shall cease to serve as a director for any timereason, with or without cause by, and only by, the affirmative vote, given at a meeting or other than by written consent, reason of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be Fund not being entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, designate a designee as provided in Section 8.10(a) or 8.10(b), the Certificate of Designation. The Company shall notify use its reasonable best efforts to cause the Series B Preferred Directors of all regular and special meetings vacancy resulting thereby to be filled by a designee of the Board and any committee of Fund (or at the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticesFund's written election, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersby an Additional Investor).

Board Representation. (a) Until Subject to applicable Law, immediately upon payment by Offeror for shares of Company Common Stock accepted at the occurrence Acceptance Time, and from time to time thereafter as shares of an Investor Rights Termination EventCompany Common Stock are acquired by Parent or Offeror, Parent shall be entitled to designate such number of directors, rounded up to the next whole number, to serve on the Board of Directors of the Company as will give Offeror representation on the Board of Directors of the Company of at least that number of directors which equals the product of (i) there shall be five the total number of directors on the Board of Directors (5giving effect to the election of any additional directors pursuant to this Section) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the percentage that the number of shares of Company Common Stock beneficially owned by Parent and/or Offeror (including for purposes of this Section 1.03 such shares of Company Common Stock accepted for payment) bears to the number of shares of Company Common Stock then outstanding. The Company shall take all actions necessary to cause Parent’s designees to be elected or appointed to the Company’s Board of Directors, including, subject to applicable Law and the Company’s Certificate of Incorporation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. Subject to applicable Law, the Company shall cause individuals designated by Parent to constitute the same percentage as is on the entire Board of Directors of the Company (after giving effect to this Section 1.03(a)) to be on (i) each committee of the Board of Directors of the Company and (ii) subject to applicable Law and the Company’s Certificate of Incorporation, each Board of Directors and each committee thereof of each Subsidiary of the Company. The Company’s obligations to appoint designees to its Board of Directors shall be entitled subject to nominate two (2compliance with Section 14(f) individual directors or director nominees of the Exchange Act. Subject to serve as applicable Law, and subject to Parent supplying the Company with the information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) of the Required Holders Exchange Act and Rule 14f-1 promulgated thereunder, at the request of Parent, the Company shall promptly take, at its expense, all actions required pursuant to Section 14(f) and Rule 14f-1 under the Exchange Act in order to fulfill its obligations under this Section 1.03(a) and shall include in the originally filed Schedule 14D-9 and otherwise timely mail to its stockholders all necessary information to comply therewith. Parent will supply to the Company, and be solely responsible for, all information with respect to itself and its officers, directors and Affiliates required by Section 14(f) and Rule 14f-1 under the Exchange Act. The parties hereto acknowledge and agree that, from and after the Acceptance Date, the Company shall be entitled to nominate one a “controlled company” (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in within the Certificate meaning of Designation (collectively, the “Series B Preferred Directors”listing requirements of NASDAQ). (b) Until Notwithstanding the occurrence foregoing, from the Acceptance Time until the Effective Time, the Company shall use its best efforts to cause its Board of an Investor Rights Termination Event, Directors to always have at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining least two (2) directors who are directors on the date hereof, who are not employed by the Company and who are not Affiliates, stockholders or employees of Parent or any of its Subsidiaries, and who are independent directors for purposes of the Company, each continued listing requirements of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis NASDAQ (the “Remaining Continuing Directors”); provided that, if the number of Continuing Directors shall be reduced below two (2) for any reason whatsoever, the remaining Continuing Directors (or Continuing Director, if there is only one remaining) shall be entitled to designate any other Person(s) who shall not be an Affiliate, stockholder or employee of Parent or any of its Subsidiaries to fill such vacancies and such Person(s) shall be deemed to be Continuing Director(s) for purposes of this Agreement; provided, further, that the remaining Continuing Directors shall fill such vacancies as soon as practicable, but in any event within ten (10) Business Days, and further provided that if no such Continuing Director is appointed in such time period, Parent shall designate such Continuing Director(s); provided, further, that if no Continuing Director then remains, the other directors shall designate two (2) Persons who shall not be Affiliates, stockholders or employees of Parent or any of its Subsidiaries to fill such vacancies and such Persons shall be deemed to be Continuing Directors for purposes of this Agreement. (c) Any Series B Preferred Director elected Notwithstanding anything in this Agreement to the contrary, following the election or appointment of any of Parent’s designees pursuant to Section 2 of 1.03(a) and until the Certificate of Designation may be removed at any time, with or without cause by, and only byEffective Time, the affirmative vote, given at vote of a meeting or by written consent, majority of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Continuing Directors shall be entitled required to reimbursement from (i) amend or terminate this Agreement on behalf of the Company, (ii) extend the time for performance of any obligation of, or action hereunder by, Parent or Merger Sub (or Offeror), (iii) exercise, enforce or waive compliance with any of the agreements or conditions contained herein for the benefit of the Company, (iv) take any action to seek to enforce any obligations of Parent or Merger Sub (or Offeror) under this Agreement or (v) take any other action by the Company under or in connection with this Agreement or the transactions contemplated hereby. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) at the reasonable expense of the Company for all costs the purpose of fulfilling their obligations hereunder and expenses in attending shall have the authority, after the Acceptance Date, to institute any meetings action on behalf of the Board or any committee thereofCompany to enforce the performance of this Agreement in accordance with its terms; provided, as provided in the Certificate of Designation. The Company however, that Parent shall notify the Series B Preferred Directors of all regular and special meetings have received at least three (3) Business Days’ prior notice of the Board and commencement of any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersaction.

Board Representation. (a) Until For as long as JD, together with its Affiliates, holds (i) no less than 80% of the occurrence Class A ordinary shares they held immediately after the Closing (as defined under the Subscription Agreement) or (ii) no less than 15% of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly arrange for the appointment or election of such JD Director to the Board, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the JD Director; provided, however, that the JD Director candidate shall be entitled subject to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders approval of the Board, which approval shall not be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)unreasonably withheld. (b) Until In the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall promptly arrange for the appointment or election of such individual to the exclusion Board (who shall, following such appointment or election, be the JD Director for purposes of all other classes or series this Agreement); provided, however, that the JD Director candidate thus designated shall be subject to the approval of the Company’s capital stock)Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom which approval shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)unreasonably withheld. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment or re-election to the Board, as provided in the Certificate Company shall re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-elected by the Shareholders to serve on the Board pursuant to the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until Each Executive Stockholder and Carlyle Stockholder shall vote all of the occurrence Voting Shares over which such Executive Stockholder or such Carlyle Stockholder has voting control and shall take all other necessary or desirable actions within such Executive Stockholder’s or such Carlyle Stockholder’s control (whether in such Executive Stockholder’s or such Carlyle Stockholder’s capacity as a stockholder, director, member of an Investor Rights Termination Eventa Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings, and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws) so that (i) there the authorized number of directors (the “Directors”) on the Board shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix at least six and the Required Holders or as provided in the Certificate of Designation; no greater than nine and (ii) Phoenix the Directors shall be entitled the persons nominated or designated in accordance with this Section 1. The smallest number of Directors as shall constitute a majority of the total number of Directors from time to nominate two (2) individual directors or director nominees time authorized to serve on the Board shall be designated for nomination for election by the Carlyle Stockholders; provided, however, that not more than three of such designees of the Carlyle Stockholders at any time may be full-time employees of the Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries), and any additional such designees of the Carlyle Stockholders at any time shall be designated for nomination for election after consultation with the Chief Executive Officer of the Company. Two of the Directors shall be designated for nomination for election by the Chief Executive Officer of the Company and shall be full-time employees of BAH; provided, however, that at any time when the Chief Executive Officer of the Company is a natural person who has not been a full-time employee of BAH for at least five years, such two Directors shall instead be designated for nomination for election by the Executive Stockholders holding a majority of the Voting Shares held by all Executive Stockholders (in either case, the individuals designated pursuant to this sentence shall be referred to as directors the “Executive Directors”). Any remaining Directors shall be jointly designated for nomination for election by the Chief Executive Officer and the Required Holders shall be entitled to nominate one Carlyle Stockholders; provided, however, that if (1x) individual director or director nomineethe Chief Executive Officer of the Company is a natural person who has not been a full-time employee of BAH for at least five years, who shall be independent under applicable Nasdaq (y) such Chief Executive Officer of the Company has not been designated as a Executive Director, and SEC rules, to (z) the Carlyle Stockholders determine that such Chief Executive Officer of the Company should serve as a directorDirector, such Chief Executive Officer shall be so designated for nomination for election and shall constitute one of such remaining Directors. Any Directors (other than the Chief Executive Officer of the Company) designated pursuant to the immediately preceding sentence, and any Directors designated by the Carlyle Stockholders who are not full-time employees of the Carlyle Stockholders or any of their respective Affiliates (other than the Company and its subsidiaries) and were designated after consultation with the Chief Executive Officer of the Company are hereinafter sometimes referred to as provided in the Certificate of Designation (collectively, the “Series B Preferred Unaffiliated Directors”). (b) Until The Company shall cause the occurrence of an Investor Rights Termination Eventindividuals designated in accordance with Section 1(a) to be nominated for election to the Board, shall solicit proxies in favor thereof, and at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series stockholders of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Company at which directors of the Company, each of whom shall Company are to be independent under applicable Nasdaq and SEC ruleselected, shall be elected by recommend that the holders stockholders of Voting Securities, voting together as a single class on an as-converted the Company elect to Common Stock basis (the “Remaining Directors”)Board each such individual nominated for election at such meeting. (c) Any Series B Preferred Director elected pursuant Except as would be contrary to Section 2 any applicable law, rule or regulation (including any rule or regulation of any exchange upon which securities of the Certificate Company or any of Designation its subsidiaries may be removed at any timelisted), with or without cause byeach committee of the Board, and only by, the affirmative vote, given at a meeting or by written consent, each committee of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any timeboard of directors of Buyer, with or without cause BAH and, unless otherwise determined by the affirmative voteBoard, given at a meeting or by written consent, each other subsidiary of the holders Company, shall include at least one Executive Director; provided, however that following an IPO no Executive Director shall serve on any audit or compensation committee of any of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisforegoing. (d) The Series B Preferred Directors Subject to the provisions of the Company’s certificate of incorporation, a Director may be removed from the Board upon the request of the Person or group of Persons that designated such Director, and not otherwise; provided that nothing in this Agreement shall be entitled construed to reimbursement impair any rights that the Stockholders of the Company may have to remove any Director for cause; provided, further, that any Executive Director shall be removed automatically from the Company Board upon such Executive Director’s Termination of Service. (e) In the event that any Director for all costs and expenses in attending any meetings reason ceases to serve as a member of the Board during his term of office, the Person or group of Persons who designated such Director shall have the right to designate for appointment by the remaining Directors of the Company an individual to fill the vacant directorship. Each of the Company, the Carlyle Stockholders and the Executive Stockholders agrees to take such actions as will result in the appointment as soon as practicable of any committee thereofindividual so designated by each such Person or group of Persons. (f) At such time as the Carlyle Stockholders cease collectively to own and have the power to dispose of Company Common Stock, Company Non-Voting Common Stock and Company Restricted Common Stock representing at least forty percent (40%) of the interests in the Company represented by all issued and outstanding shares of Company Common Stock, Company Non-Voting Common Stock and Company Restricted Common Stock, the Carlyle Stockholders and the Executive Stockholders shall discuss and use commercially reasonable efforts to agree upon, and, subject to Section 16(k), shall amend this Agreement to effect, appropriate amendments to this Section 1 and such other provisions of this Agreement as shall be appropriate, in each case to be consistent with the ownership position of the Carlyle Stockholders at that time. (g) For so long as the Company qualifies as a “controlled company” under the applicable listing standards then in effect, the Company will elect to be a “controlled company” for purposes of such applicable listing standards, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company, the Carlyle Stockholders and the Executive Stockholders acknowledge and agree that, as provided of the date of this Agreement, the Company is a “controlled company.” After the Company ceases to qualify as a “controlled company” under applicable listing standards then in effect, each of the Carlyle Stockholders and the Executive Stockholders acknowledges that a sufficient number of their designees will be required to qualify as “independent directors” to ensure that the Board complies with such applicable listing standards in the Certificate of Designation. The Company time periods required by the applicable listing standards then in effect, and shall notify discuss and use commercially reasonable efforts to agree upon appropriate changes to their designees consistent with the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersforegoing.

Board Representation. (a) Until The Holder shall have the occurrence of an Investor Rights Termination Eventright, (i) there shall be five (5) directors of the Companyfollowing consultation with E-House, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one designate on (1) individual director or director nomineeDirector for nomination for election to the Board. The Holder shall retain this right until the first date on which the Holder, who together with its affiliates, is no longer a Major Shareholder; provided that, notwithstanding the foregoing, the rights of the Holder in this Section 3.1 shall be independent under subject to applicable Nasdaq law, and SEC shall be subject to NYSE or other exchange or quotation system rules, as applicable, to serve as a directorthe extent required such that the shares shall continue to be listed on the NYSE or other exchange or quotation system, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)applicable. (b) Until For so long as the occurrence Holder has the right to designate one (1) Director for nomination for election to the Board pursuant to Section 3.1(a), E-House agrees to use its best efforts to cause the election of an Investor Rights Termination Eventsuch Director to the Board, at each Company Stockholders’ Meetingincluding by (i) nominating such individual to be elected as a Director as provided herein, or upon the taking of a written consent (ii) including such nomination and other required information regarding such individual in E-House’s proxy statement for its annual meeting of stockholders for and (iii) solicitation of proxies in connection with the election of such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately individual as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Director. (c) Any Series B Preferred For so long as the Holder has the right to designate one (1) Director elected for nomination for election to the Board pursuant to Section 2 of 3.1(a), in the Certificate of Designation may be removed event that a vacancy is created at any timetime by the death, disability, retirement, resignation or removal (with or without cause bycause) of the Director, the Holder shall have the right to designate a replacement to fill such vacancy, and only byE-House, subject to applicable law, the affirmative vote, given at a meeting or by written consent, bylaws and the fiduciary duties of the holder(s) who designated Board, shall use its best efforts to take all necessary or nominated such director. The Remaining Directors desirable actions as may be removed at required under applicable law to cause the individual designated by the Holder to be appointed or elected. For so long as the Holder has the right to designate one (1) Director for nomination for the election to the Board pursuant to Section 3.1(a), E-House shall not take any time, with or action to cause the removal of the Holder’s Director without cause (which shall include violation of the confidentiality agreement between the Director and E-House) unless it is directed to do so by the affirmative voteHolder, given at and if the E-House is so directed, E-House shall use its best efforts to take all necessary or desirable actions to effect such removal and to elect a meeting or by written consent, of replacement Director as provided in the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisimmediately preceding sentence. (d) The Series B Preferred Directors Notwithstanding the provisions of Section 3.1(a), (b) and (c) above, as of and after such time as the Holder, together with its affiliates, is no longer a Major Shareholder, the Holder shall be entitled have no right to reimbursement nominate any Director to the Board as set forth in this Section 3.1, and E-House shall have the right to remove or procure the removal of, and the Holder shall render all necessary assistance for the purpose of the removal of the Director, who was designated by the Holder and elected to the Board pursuant to this Section 3.1, from the Company for all costs and expenses Board in attending accordance with any meetings resolution of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersShareholders.

Board Representation. (a) Until Effective as of the occurrence Closing Date, subject to applicable law, the Majority Stockholder may designate one Person to be proposed by the Board to the Company's stockholders to be elected a Director; provided that such designee must be reasonably satisfactory to the Company (such determination to be made by the Board after receiving a recommendation from the nominating committee of an Investor Rights Termination Eventthe Company; provided, that for the avoidance of doubt, any Person who is a managing director of Silver Lake Partners, L.P., a Delaware limited partnership, as of the date hereof, shall be deemed to be satisfactory to the Company and the Board for such purposes unless (i) there shall be five (5) any such managing director does not meet the criteria for directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided set forth in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC National Market rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, any corporate governance guidelines or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected policies adopted by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, or any other applicable law and regulation, or (ii) the Company's nominating committee in good faith makes a determination that the appointment of any such managing director to the Board would be materially disadvantageous to the Company (the "Stockholder Representative"). (b) The Company shall take all necessary action, subject to applicable law, to cause the size of the Board to be increased to ten (10) members from eight (8) members, effective as provided of the Closing Date, and the Company shall use reasonable best efforts, subject to applicable law, to cause the vacancies to be filled by (i) David J. Roux (or such other individual as may be designated in writinx xx xxx Xxxxrity Stockholder at least forty-five (45) days prior to the Certificate filling of Designationsuch vacancy and in accordance with Section 5.1(a) hereof) to be the initial Stockholder Representative, and (ii) one (1) individual who qualifies as an "independent" director of Borg pursuant to proposed and applicable laws and regulations. The Company shall notify agrees to consult with the Series B Preferred Directors Majority Stockholder in good faith before making any other changes to the size of the Board. (c) At the expiration of any Stockholder Representative's designated term as director, the Board will recommend a vote by the Company's stockholders in favor of the reelection of such Stockholder Representative (or the election of any replacement designated by the Majority Stockholder in accordance with Section 5.1(a) hereof). If any Stockholder Representative or any successor thereto ceases to be a director of the Company at any time prior to the expiration of such Stockholder Representative's designated term as director, whether as a result of death, resignation, retirement, disqualification, removal from office or other cause, the Board will appoint a Stockholder Representative to fill the vacancy so created and the Board will recommend a vote by the Company's stockholders in favor of the ratification of the appointment of such Person. (d) Notwithstanding anything in this Agreement to the contrary, the Board and all regular and special meetings of the committees of the Board will operate in such a way to permit the Company to comply with applicable law and any committee maintain its listings on the Nasdaq National Market and Euronext, as applicable. (e) The Majority Stockholder shall have the right to assign its rights under this Article V to Silver Lake in the event of a distribution of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided Subject Shares pursuant to all other members of the Board concurrently as such materials are provided to the other membersSection 3.3 hereof.

Board Representation. (a) Until From the occurrence date of an Investor Rights Termination Event, this Agreement until the earlier to occur of (i) there the first day on which the Holders shall be five (no longer own, beneficially or of record, at least 5) directors % of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate outstanding shares of Designation; Xxxxx Common Stock and (ii) Phoenix shall the expiration of ten years from the date of this Agreement, the Representatives will be entitled to nominate two designate an individual for election to the Xxxxx Board; provided, however, that such individual is reasonably acceptable to the Company at the time of his initial designation. Pursuant to the terms of the Merger Agreement, the Company, in accordance with its bylaws, has increased the size of the Xxxxx Board by one and caused the vacancy created by such increase to be filled by the election of the individual designated on behalf of the Holders in the Merger Agreement (2) individual directors or director nominees to the "Holders' Designee"), which election is effective as of the Effective Date. Such Holders' Designee will serve as directors until the first annual meeting of the stockholders of the Company following the date hereof and the Required Holders until his successor shall be entitled to nominate one (1) individual director duly elected and qualified or director nomineeuntil his death, who shall be independent under applicable Nasdaq and SEC rulesdisability, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)removal or resignation. (b) Until So long as the occurrence Representatives possess the right of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: designation described in paragraph (a) above, the holders Company shall nominate (or shall cause to be nominated) for election at each annual meeting of the Series B Preferred Stock shall have stockholders of the rightCompany after the date hereof, voting separately the incumbent Holders' Designee or such other individual as a class (the Representatives may designate; provided, however, that such other individual is reasonably acceptable to the exclusion Company at the time of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)his initial designation. (c) Any Series B Preferred Director So long as the Representatives possess the right of designation described in paragraph (a) above, if the Holders' Designee should die, become disabled, be removed, retire or resign during the term of his office, the Representatives shall be entitled to designate a successor Holders' Designee reasonably acceptable to the Company at the time of his initial designation, in which event the Company shall cause such successor Holders' Designee to be promptly elected pursuant to Section 2 as a member of the Certificate of Designation may be removed at any timeXxxxx Board to fill the vacancy created by such death, with disability, removal, retirement or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisresignation. (d) The Series B Preferred Directors shall So long as the Representatives possess the right of designation described in paragraph (a) above, without the prior written consent of the Representatives (which consent will not be entitled to reimbursement from unreasonably withheld), neither the Company for all costs and expenses in attending any meetings nor the Xxxxx Board will (i) recommend that the Holders' Designee be removed by the stockholders of the Board Company or (ii) fail to recommend any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersincumbent Holders' Designee for reelection.

Board Representation. (a) Until As promptly as practicable following the date of this Agreement, the Board shall (i) increase the size of the Board from eight (8) to ten (10) directors and (ii) appoint two individuals designated by ACP to serve on the Board (the “Stockholder Designees”); provided, however, that such Stockholder Designee shall satisfy the applicable requirements set forth in Section 3.1(b); provided, further, that if a Board Right Termination Event occurs with respect to a Stockholder Designee, the Stockholders shall promptly cause such Stockholder Designee, if any, then serving on the Board to resign, effective immediately, from the Board and from any committees or subcommittees thereof to which such Stockholder Designee is then appointed or on which he or she is then serving, and the right of ACP to designate such Stockholder Designee shall terminate. The first Stockholder Designee (the “First Stockholder Designee”) shall be appointed to the class of Directors that stood for reelection at the most recently completed stockholder meeting and the second Stockholder Designee (the “Second Stockholder Designee”) shall be appointed to the class of Directors that stood for reelection at the third most recently completed stockholder meeting. For the avoidance of doubt, the Company may at any time and from time to time increase or decrease the size of the Board or change its composition; provided that such increase or decrease does not affect the tenure, term or other rights to serve as a member of the Board of any Stockholder Designee as set forth in this Agreement. (b) Notwithstanding anything to the contrary set forth in this Agreement, any Stockholder Designee designated by ACP pursuant to Section 3.1 (i) shall not be a person that, at the time of such designation, would be required to disclose any information pursuant to Item 2(d) or (e) of Schedule 13D if such Stockholder Designee were the “person filing” such Schedule 13D, (ii) shall not, at the time of such designation, be prohibited or disqualified from serving as a director of a public company pursuant to any applicable rule or regulation of the SEC or NASDAQ or pursuant to applicable Law, (iii) shall, prior to his or her appointment to the Board provide an executed resignation letter in substantially the form set forth in Exhibit B hereto resigning from the Board and from any committees or subcommittees thereof to which he or she is then appointed or on which he or she is then serving upon the occurrence of an Investor Rights the Board Right Termination EventEvent applicable to such Stockholder Designee, and (iv) shall, in the good faith reasonable judgment of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), satisfy the requirements set forth in the Company’s Organizational Documents and Code of Business Conduct and Ethics included in the corporate governance section of the Company’s website (as in effect from time to time), in each case to the extent applicable to all non-employee Directors generally. The Company agrees that each of the persons set forth on Schedule 3.1(b) satisfies all of the foregoing requirements of this Section 3.1(b) as of the date hereof. The Stockholder Designee shall, upon appointment or election, as the case may be, to the Board, abide by the provisions of all codes and policies of the Company that are applicable to all non-employee Directors generally, including, as applicable, the Company’s Xxxxxxx Xxxxxxx Policy, policies requiring the pre-clearance of all securities trading activity by or on behalf of such Stockholder Designee and the Company’s Code of Business Conduct and Ethics (other than any such code or policy, or portion thereof, if any, that conflicts with the obligations of the Stockholders under this Agreement or would impose any obligation on any Stockholder not expressly set forth in this Agreement). For the avoidance of doubt, the Company shall provide each Stockholder Designee with the same director indemnification and exculpation, including without limitation indemnification agreements and directors’ and officers’ insurance coverage, as are available from time to time to non-employee directors generally. (c) During the Board Right Period, the Company shall use commercially reasonable efforts to procure, at each annual general meeting of stockholders of the Company occurring during the Board Right Period at which the term of the Stockholder Designee will expire in accordance with the Company’s Organizational Documents (whether by rotation or otherwise), the election or re-election, as the case may be, of the applicable Stockholder Designee to the Board, including by (i) nominating such Stockholder Designee for election to serve as a Director as provided in this Agreement, (ii) subject to compliance by ACP with Section 3.1(f), including such nomination and other required information regarding such Stockholder Designee in the Company’s proxy materials for such meeting of stockholders and (iii) soliciting or causing the solicitation of proxies in favor of the election of such Stockholder Designee as a Director, for a term expiring at the next annual general meeting of Stockholders at which members of the class of Directors to which the Stockholder Designee belongs are to be elected or re-elected, as the case may be, or until such Stockholder Designee’s successor shall have been elected and qualified, or at such earlier time, if any, as such Stockholder Designee may resign, retire, die or be removed (for any reason) as a Director, including upon the occurrence of a Board Right Termination Event in accordance with the terms of this Agreement. (d) Notwithstanding the foregoing, the Company shall not be obligated to procure the election or re-election of any individual pursuant to Section 3.1(c) if such individual shall have previously been designated by ACP pursuant to Section 3.1(a) or 3.1(e) and nominated by the Company for election or re-election, as the case may be, as a Director as provided in Section 3.1(c) (and provided that the Company shall have complied with its obligations set forth in Section 3.1(c) in respect thereof), and, following the vote of stockholders at the annual general meeting of stockholders of the Company, shall have failed to be elected or re-elected, as the case may be, as a Director by the requisite vote of the Company’s stockholders. (e) In furtherance of, and not in limitation to, ACP’s rights in this Section 3.1, during the Board Right Period, (i) there ACP shall have the right (but not the obligation), upon written notice to the Company as provided in Section 3.1(a), to designate a Stockholder Designee to replace any Stockholder Designee who shall have resigned, retired, died or been removed from office (for any reason) or who, following the voting of stockholders at a meeting of stockholders of the Company shall have failed to be five (5) directors elected or re-elected, as the case may be, by the requisite vote of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation’s stockholders; and (ii) Phoenix the provisions of Sections 3.1(c) and 3.1(d) shall apply to, and the Company shall comply with its obligations contained therein in respect of, any such replacement Stockholder Designee and, in addition, promptly following the receipt of written notice from ACP as contemplated above following the resignation, retirement, death or removal from office of such Stockholder Designee, the Board shall appoint such replacement Stockholder Designee to serve on the Board in the class of Directors previously including such former Stockholder Designee. (f) Not less than one hundred twenty (120) days prior to the anniversary of the prior year’s annual meeting of stockholders of the Company occurring during the Board Right Period at which members of the class of Directors to which the Stockholder Designee belongs are to be elected, ACP shall (i) notify the Company in writing of the name of the Stockholder Designee to be nominated for election at such meeting and (ii) provide, or cause such Stockholder Designee to provide, to the Company, all information concerning such Stockholder Designee and his or her nomination to be elected as a Director at such meeting as shall reasonably be required by the Company’s standard director and officer questionnaire (including any reasonable follow-up requests by the Company for additional information). (g) During the Board Right Period, the Company agrees that any Stockholder Designee serving as a Director shall be entitled to nominate two (2) individual directors the same rights, privileges and compensation applicable to all other non-employee Directors generally or director nominees to serve as which all such non-employee Directors are entitled, including any rights with respect to indemnification arrangements, directors and officers insurance coverage and other similar protections and expense reimbursement, except that, with respect to the Required Holders First Stockholder Designee, such Stockholder Designee shall be entitled not receive the director compensation (including fees and any non-cash equity or other consideration) that is payable by the Company to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)non-employee Directors generally. (bh) Until Notwithstanding anything in this Section 3.1 to the occurrence contrary, (i) the Company will not be obligated to take any action in respect of an Investor Rights Termination Eventany Stockholder Designee pursuant to Sections 3.1(c) if ACP shall have failed, at each Company Stockholders’ Meetingin any material respect, to provide, or upon cause to be provided, the taking notice and information required by clauses (i) and (ii) of a written consent of stockholders for such purpose: (a) Section 3.1(f); provided, however, that following the holders curing of the Series B Preferred Stock any such failure, ACP’s right to designate Stockholder Designees shall have be reinstated and the right, voting separately Company will take such action as a class (is necessary to appoint or otherwise reinstate the Stockholder Designees to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of DesignationBoard, and (bii) if a material breach of this Agreement by the remaining two Stockholders shall have occurred, which breach has not been cured in all material respects within fifteen (215) directors Business Days of the receipt by the Stockholders of written notice from the Company specifying in reasonable detail the nature of such material breach, in addition to any other remedies that the Company may have, the Company may terminate ACP’s right to designate the Stockholder Designees hereunder. (i) During the Board Right Period, except as required by applicable Law, the Company shall not take any action to cause the removal (without cause) of a Stockholder Designee serving as a Director. ACP shall cause each then-serving Stockholder Designee to resign (subject to ACP’s right to designate a replacement Stockholder Designee in accordance with Section 3.1(e)) or, if reasonably sufficient, recuse himself or herself if the presence of such individual as a Stockholder Designee on the Board shall, in the reasonable and good faith judgment of the Board (after deliberation and an opportunity for the applicable Stockholder Designee to be heard if desired), reasonably be likely to violate applicable Law or otherwise be reasonably likely to impair the Board’s exercise of its fiduciary duties. (j) Notwithstanding anything to the contrary in this Agreement, each Stockholder Designee, during the term of any service as a Director of the Company, each of whom shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together prohibited from acting in his or her capacity as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 director and complying with his or her fiduciary duties as a director of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until Subject to the occurrence of an Investor Rights Termination Eventconditions set forth herein, (i) there the Company shall nominate, and the Company and the Purchaser shall use their best efforts to cause the election at the Meeting of, certain persons to be five (5) directors designated by each of the Company, except as otherwise agreed to by Phoenix Purchaser and the Required Holders or Company (collectively, the "Nominees"), as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees herein, to serve as directors and on the Required Holders Board of Directors of the Company such that: (i) a majority of the members of such Board shall be entitled to nominate one comprised of the Purchaser's designated representatives; and (1ii) individual director or director nominee, who three of the members of such Board shall be independent under applicable Nasdaq comprised of the Company's designated representatives consisting of Xxxxxxx X. Xxxxxx ("Xxxxxx") and SEC rules, to serve as a director, as provided in two additional representatives designated by the Certificate current Board of Designation Directors of the Company (collectively, the “Series B Preferred Directors”"Company Designees"). Notwithstanding anything to the contrary contained herein, each representative designated by the Purchaser in accordance with Section 7.3(f) hereof shall be nominated for election to serve on the Board of Directors unless such representative shall not be satisfactory to the Company's current Board of Directors for good faith reasons and each Company Designee shall be nominated to serve on the Board of Directors unless such Designee (other than Xxxxxx) shall not be satisfactory to the Purchaser for good faith reasons. All current members of the Company's Board of Directors not nominated as set forth above shall resign effective upon the Closing. Any current members of such Board nominated as set forth above shall resign effective upon the Closing, subject to their re-nomination and re-election as set forth herein. All Nominees shall take office if, and only if, the Closing shall occur. (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock Any director designated hereunder shall have the right, voting separately as a class (serve subject to the exclusion of all other classes or series terms of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the 's Certificate of DesignationIncorporation and By-laws, each as in effect on the Closing Date, and (b) the remaining two (2) directors provisions of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)law. (c) Any Series B Preferred Director elected pursuant to Section 2 The Company Designees and the Purchaser shall jointly designate two of the Certificate of Designation may be removed at any time, with or without cause by, and only by, Company's directors to comprise the affirmative vote, given at a meeting or by written consent, audit committee of the holder(s) who designated or nominated Company. Each of such director. directors must qualify as independent, outside directors in accordance with the rules and regulations of The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common New York Stock basisExchange. (d) The Series B Preferred Directors directors designated by the Purchaser shall serve as Class I and Class III directors of the Company (as allocated by the Purchaser) whose terms shall expire in the years 2000 and 1999, respectively. The Company Designees shall serve as Class II directors of the Company whose terms shall expire in the year 2001. There shall be entitled to reimbursement from no Class II directors other than the Company for all costs Designees (and expenses their respective successors selected in attending any meetings accordance with Section 8.1 hereof) through May 31, 2001. (e) The Company shall include in the Proxy Statement distributed in respect of the Board Meeting the Proposals and shall recommend its approval of each Proposal (including approval of all Nominees) by the shareholders of the Company. Xxxxxx and the Purchaser (and its Affiliates) agree to vote any shares of Common Stock which they own or any committee thereof, as provided otherwise have the power to vote in favor of each of the Certificate Proposals (including approval of Designationall Nominees). (f) The Company shall give the Purchaser written notice not less than 10 days prior to the filing with the SEC of the preliminary Proxy Statement in respect of the Meeting to allow the Purchaser to designate its nominees for director for inclusion in such Proxy Statement. The Company shall notify have no obligation to include such nominees in the Series B Preferred Directors of Proxy Statement unless the Company receives written notice from the Purchaser setting forth its designated nominees (along with all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents biographical and other materials provided to all other members of information necessary for inclusion in the Board concurrently as such materials are provided Proxy Statement) not later than five days after the Company's notice to the other membersPurchaser.

Board Representation. (a) Until For so long as the occurrence Investor (together with any Affiliates and Permitted Transferees) beneficially owns a number of an Ordinary Shares that, in aggregate, is equal to or more than the Minimum Ownership Percentage, the Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, (who shall be independent under applicable Nasdaq reasonably acceptable to the Board and SEC rulesshall meet all qualifications required by the Company’s written policies that apply to all Directors of the Company) for appointment or election to the Board (an “Investor Director”) and the Company and the Founder Parties shall cause the appointment or election of such Investor Director to the Board, to serve as a directorincluding, as provided in the Certificate case of Designation an election, (collectivelyi) nominating such individual to be elected as Director of the Company, (ii) recommending to the “Series B Preferred Directors”)Shareholders the election of such Investor Director to the Board in the Company’s next meeting of Shareholders to elect directors, and (iii) including such nomination and recommendation regarding such individual in the Company’s notice for the Company’s next meeting of Shareholders to elect directors. (b) Until For so long as the occurrence Investor (together with any Affiliates and Permitted Transferees) beneficially owns a number of an Investor Rights Termination EventOrdinary Shares that, at each Company Stockholders’ Meetingin aggregate, is equal to or upon the taking of a written consent of stockholders for such purpose: (a) the holders more than 1.5 times of the Series B Preferred Stock Minimum Ownership Percentage, the Investor shall have the right, voting separately as be entitled to nominate a class (second Investor Director in addition to the exclusion right of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided appointment contained in the Certificate preceding clause 2.1(a) for a total of Designation, and (b) the remaining two (2) directors Investor Directors, and the Company and the Founder Parties shall cause the appointment or election of such additional Investor Director to the Board, including, in the case of an election, (i) nominating such individual(s) to be elected as Director(s) of the Company, each (ii) recommending to the Shareholders the election of whom shall be independent under applicable Nasdaq such Investor Director(s) to the Board in the Company’s next meeting of Shareholders to elect directors, and SEC rules, shall be elected by (iii) including such nomination and recommendation regarding such individual(s) in the holders Company’s notice for the Company’s next meeting of Voting Securities, voting together as a single class on an as-converted Shareholders to Common Stock basis (the “Remaining Directors”)elect directors. (c) Any Series B Preferred Director elected For so long as the Investor has the right to nominate a director pursuant to this Section 2 of 2.1, upon an Investor Director’s election to the Certificate of Designation may be removed at any time, with or without cause by, and only byBoard, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Investor shall be entitled to reimbursement from nominate one Investor Director to serve on (i) the Company for Compensation Committee, (ii) the Corporate Governance and Nominating Committee of the Board, and (iii) all costs and expenses in attending any meetings such other committee(s) of the Board or any committee thereoffrom time to time established by the Company in each case subject to compliance with applicable Laws and, as provided in the Certificate case of Designation. The (iii), excluding the Audit Committee and subject also to the listing rules and corporate governance best practice applicable to companies listed on the New York Stock Exchange similar to the Company, and the Company and Founder Parties shall notify the Series B Preferred Directors of all regular and special meetings procure that such Investor Director be appointed to such committees of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there The Company shall be five use its reasonable best efforts to include the Fine Representative (5as defined below) directors in any proxy statement of the Company, except as otherwise agreed to by Phoenix and Company soliciting proxies for the Required Holders or as provided in the Certificate election of Designation; and directors. (ii) Phoenix The Company shall use its reasonable best efforts to include the Xxxxxx Representative (as defined below, and together with the Fine Representative, each a “Board Representative”) in any proxy statement of the Company soliciting proxies for the election of directors. (iii) The Board shall not be required to appoint to the Board any person, or to nominate any person in the Company’s proxy statement, about whom any disclosure would be required by the Company in its filings with the SEC pursuant to Item 401(f)(2)-(8) of Regulation S-K. (iv) A Board Representative shall be removed from the Board of Directors only by written request of X. Xxxxx Fine (in the case of the Fine Representative) or Xxxxxx Xxxxxx (in the case of the Xxxxxx Representative), unless such removal is for cause, provided that upon any resignation, removal, death or disability of a Board Representative, X. Xxxxx Fine (in the case of the Fine Representative) or Xxxxxx Xxxxxx (in the case of the Xxxxxx Representative) shall be entitled to nominate two (2) individual directors designate a replacement Board Representative reasonably acceptable to the majority of the members of the Board remaining in office. In the event that a Board Representative is removed in accordance with the preceding sentence or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, for any reason ceases to serve as a directormember of the Board during his or her term of office, the resulting vacancy on the Board of Directors shall be filled by X. Xxxxx Fine (in the case of the Fine Representative) or Xxxxxx Xxxxxx (in the case of the Xxxxxx Representative), as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)case may be. (bv) Until The Company’s obligations under this Section 5(d) shall terminate automatically, and the occurrence of an Investor Rights Termination EventCompany shall have no further obligation to appoint, at each Company Stockholders’ Meetingmaintain the appointment of, designate or upon include in any proxy statement any Board Representative following the taking of a written consent of stockholders for such purpose: (a) the holders seven-year anniversary of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion date of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)this Agreement. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until the occurrence of an Investor Rights Termination EventSo long as any Holder continues to hold, (i) there shall be five (5) directors together with its Affiliates, at least 50% of the Company, except as otherwise agreed Warrants initially issued to by Phoenix such Holder and its Affiliates on the Required Holders or as provided in the Certificate Closing Date (including Warrant Shares issued upon exercise of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectivelysuch Warrants), the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock Holder shall have the right, voting separately right to designate a representative of such Holder and its Affiliates as a class non-voting observer (each such non-voting observer is referred to herein as a “Non-Voting Observer”) to the exclusion of all other classes Board. The Company shall not establish or series employ committees of the Company’s capital stock), to elect Board for the Series B Preferred Directors, as provided in purpose of circumventing or having the Certificate effect of Designation, and (b) circumventing the remaining two (2) directors rights of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by Holders to have Non-Voting Observers on the holders of Board. Each Non-Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Observer shall be entitled to reimbursement from the Company for his or her reasonable and documented travel or other out-of-pocket expenses related to the performance of their respective duties. (b) So long as a Holder shall be entitled to exercise its right pursuant to this Section 6.05, the Company shall hold Board meetings no less frequently than three times per year. Within a reasonable time after each such Board meeting, either telephonically or in person, the Company shall cause minutes of such meeting to be delivered to the Non-Voting Observer. (c) Each Non-Voting Observer shall be entitled to be present at all costs and expenses in attending any Board meetings of the Board or Company and shall be notified of any committee thereofsuch meeting by reasonable prior notice, as provided including such meeting’s time and place, in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings same manner as directors of the Board Company and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticesreceive, minutes(i) monthly unaudited financial statements, consents monthly management reports including operational performance metrics (if available) and other materials provided financial and performance information, in each case, if and to all other members of the Board concurrently as extent such materials are provided to directors of the other membersCompany and (ii) copies of all written materials distributed to any directors of the Company, in each case, at the same time as directors of the Company and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, the Board; provided, however, that such Non-Voting Observer shall not have voting rights with respect to actions taken or elected not to be taken by the Board and shall be subject to all rules governing the Board, it being understood that the Board shall not be under any obligation to take any action with respect to any proposals made or advice furnished by a Non-Voting Observer, and nothing herein shall prevent the Board from acting by written instrument to the extent permitted by Applicable Law. Each Non-Voting Observer shall have a duty of confidentiality to the Company, including a duty not to disclose and/or use Confidential Information, comparable (but no more onerous) to such duties of any director of the Company. (d) If an issue is to be discussed or otherwise arises at a Board meeting which, in the reasonable judgment of a majority of the Board, based upon advice of counsel, cannot be discussed in the presence of a Non-Voting Observer in order to avoid a conflict of interest on the part of such Non-Voting Observer or to preserve an attorney-client privilege, then such issue may be discussed without such Non-Voting Observer being present and may be deleted from any materials being distributed to such Non-Voting Observer in connection with any Board meeting at which such issues are to be discussed, so long as such Non-Voting Observer is given notice of the occurrence of such meeting and the deletion of such materials. (e) In the event any Holder is an “affiliate” of the Company (within the meaning of the Exchange Act), upon such Holder’s request, the Company will, within fifteen (15) Business Days of such request, file a Shelf Registration Statement covering the resale of all securities of the Company owned by such Holder. The Company will use its commercially reasonable efforts to cause such Registration Statement to be declared effective on or before sixty (60) days after such notice and to remain effective until all such securities are sold; provided, that the Company shall have an additional thirty (30) days to cause such Registration Statement to be declared effective if the Company has received comments from the SEC and the Company is using commercially reasonable efforts to cause such Registration Statement to be declared effective.

Board Representation. (a) Until The Merger Agreement provides that, promptly upon the occurrence purchase of an Investor Rights Termination EventShares pursuant to the Offer and from time to time thereafter until the Effective Time, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Parent shall be entitled to nominate two (2) individual designate such number of directors or director nominees equal to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate greater of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders a majority of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, Board plus one and (b) the remaining two product of (2i) the number of directors on the Board and (ii) the percentage that the number of Shares owned by Acquisition Company bears to the Company, each number of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by Shares outstanding less the holders number of Voting Securities, voting together Independent Directors (as a single class on an as-converted to Common Stock basis (the “Remaining Directors”defined below). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any timeCompany has agreed, with or without cause upon request by Parexx, xx promptly increase the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings size of the Board and/or use its reasonable efforts to secure the resignations, or any committee thereofthe removal, of such number of directors as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of is necessary to enable Acquisition Company's designees to be elected to the Board and any committee to cause Acquisition Company's designees to be so elected. The Company's obligations to appoint designees to the Board are subject to Section 14(f) of the Exchange Act and the rules promulgated thereunder (Schedule III hereto contains the information required under Rule 14f-1 promulgated under the Exchange Act). In addition, the Merger Agreement requires the Company to have at all times prior to the Effective Time two members on the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other who were members of the Board concurrently as such materials on the date of the Merger Agreement and who are provided not employees of the Company ("Independent Directors"). Following the election or appointment of the designees of Parent to the Board, but prior to the Effective Time, any permitted termination of the Merger Agreement by the Company, any amendment of the Merger Agreement or the Company's certificate of incorporation or by-laws requiring action by the Board, any extension of time for the performance of any of the obligations or other acts of Parent, and any waiver of compliance with any of the agreements or conditions contained in the Merger Agreement must by authorized by a majority of the Independent Directors as well as a majority of all Board members. The Merger. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement and the applicable provisions of the DGCL, Acquisition Company will be merged with and into the Company at the Effective Time and the separate existence of Acquisition Company will cease. All of the properties, rights, privileges, powers and franchises of the Company and Acquisition Company will vest in the Company, and all debts, liabilities and duties of the Company and Acquisition Company will become the debts, liabilities and duties of the Company. Subject to the provisions of the Merger Agreement and applicable provisions of the DGCL, the closing of the Merger will occur promptly following the satisfaction or, to the extent permitted under the Merger Agreement, waiver of the conditions to the Merger set forth in the Merger Agreement.

Board Representation. (a) Until In consideration of the occurrence ValueAct Parties’ agreement set forth in Section 3 below and concurrently with the execution and delivery of an Investor Rights Termination Eventthis Agreement, the Board has (i) there increased its size by one and filled the resulting vacancy by appointing Xx. Xxxxx as a director of the Company to serve on the Board until the date of the 2008 annual meeting of stockholders of the Company and (ii) nominated Xx. Xxxxx (or, if applicable, the successor director as provided in Section 1(b) below) for election as a director of the Company at the 2008 annual meeting of stockholders of the Company. (b) Subject to applicable law and the rules of the New York Stock Exchange (“NYSE”), in the event that a vacancy on the Board is created as a result of Xx. Xxxxx’x death, resignation, disqualification or removal (or the death, resignation, disqualification or removal of any designee of the ValueAct Parties pursuant to this Section 1(b)) or the nomination of Xx. Xxxxx is withdrawn for any reason, the Company (acting through the Board) shall appoint a successor director and/or nominate another Person designated by the ValueAct Parties (provided that, such designee meets the definition of independence as defined by the NYSE and meets the requirements to serve as a director under the Delaware General Corporation Law) (such designee being referred to as a “Qualified ValueAct Designee”) to fill such vacancy or be five (5nominated for election, which Qualified ValueAct Designee shall serve and/or be nominated as specified in Section 1(a) directors above. Notwithstanding anything to the contrary in this Agreement, if the Company fails to make such Qualified ValueAct Designee a member of the Board within ten days after designation by the ValueAct Parties or the nomination of Xx. Xxxxx is withdrawn and another Qualified ValueAct Designee of the ValueAct Parties is not nominated for election as a director of the Company at the 2008 annual meeting of stockholders of the Company, except as otherwise agreed the obligations of the ValueAct Parties hereunder shall immediately terminate. (c) Notwithstanding anything to by Phoenix the contrary in this Agreement, the rights and the Required Holders or as provided privileges set forth in the Certificate of Designation; and (ii) Phoenix this Section 1 shall be entitled personal to nominate two the ValueAct Parties and may not be transferred or assigned to any individual, corporation, partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeeach, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred DirectorsPerson”). (bd) Until Notwithstanding anything to the occurrence of an Investor Rights Termination Eventcontrary in this Agreement, if, at each Company Stockholders’ Meetinganytime, or upon the taking of a written consent of stockholders for such purpose: (a) the holders ValueAct Parties cease to own more than five percent of the Series B Preferred Stock shall have the right, outstanding voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors power of the Company, each the rights and privileges of whom the ValueAct Parties contained in Section 1(a) and Section 1(b) shall be independent under applicable Nasdaq and SEC rules, shall be elected by terminable upon the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings request of the Board to the ValueAct Parties, whereupon the ValueAct Parties shall promptly cause Xx. Xxxxx or any committee thereofhis successor director, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of if any, to resign from the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersimmediately.

Board Representation. (a) Until At all times commencing upon the occurrence consummation of an Investor Rights Termination Eventthe IPO and continuing until such time as the Company is required to comply with Rule 303A.01 of the New York Stock Exchange Listed Company Manual or any successor rule thereto (the “NYSE Majority Independent Board Rule”), the Company and the Board of Directors shall, acting through the Corporate Governance and Nominating Committee of the Board of Directors, include in the slate of nominees recommended to stockholders of the Company (ithe “Stockholders”) there shall be five (5) for election as directors at any annual or special meeting of the Stockholders at which directors of the CompanyCompany are to be elected, except such individuals as otherwise agreed are designated by VGG (the “VGG Nominees”). At such time as the Company is first required to comply with the NYSE Majority Independent Board Rule, to the extent then required for compliance by Phoenix and the Required Holders Company with such rule, VGG shall cause one or as provided more of the VGG Nominees to resign from the Board of Directors; provided, that, VGG shall not be required to cause the resignation of a number of directors that would result in it maintaining on the Certificate Board of Designation; and (ii) Phoenix shall be entitled Directors less than the number of directors that it is then permitted to nominate two (2) individual directors or director nominees pursuant to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”Section 2(b). (b) Until During such time as (i) VGG owns less than a majority (but at least one) of the occurrence then outstanding shares of an Investor Rights Termination Event, at each the capital stock of the Company Stockholders’ Meeting, or upon that are entitled to vote generally in the taking election of a written consent of stockholders for such purpose: directors (athe “Voting Shares”) and (ii) the holders Company is required to comply with the NYSE Majority Independent Board Rule, the Company and the Board of Directors shall include, acting through the Corporate Governance and Nominating Committee of the Series B Preferred Stock shall have Board of Directors, in the right, voting separately slate of nominees recommended to Stockholders for election as a class (to the exclusion of all other classes directors at any annual or series special meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Stockholders at which directors of the CompanyCompany are to be elected, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)not less than four VGG Nominees. (c) Any Series B Preferred Director elected pursuant to Section 2 Vacancies arising through the death, resignation, disqualification or removal of the Certificate of Designation a VGG Nominee may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause filled by the affirmative vote, given at Board of Directors only with a meeting or person designated by written consent, of the holders of the Voting Securities, voting together as VGG (and such person shall be deemed to be a single class on an as-converted to Common Stock basisVGG Nominee). (d) The Series B Preferred Directors Notwithstanding the provisions of this Section 2, VGG shall not be entitled to reimbursement from designate a particular person as a nominee to the Board of Directors or to designate a particular person to fill a vacancy on the Board of Directors upon a written determination by the Board of Directors or the Corporate Governance and Nominating Committee of the Company (which determination shall set forth in writing the grounds for all costs and expenses in attending such determination) that (A) such person would not be qualified under any meetings applicable law, rule or regulation to serve as a director of the Company or (B) the inclusion of such person as a nominee for election as a director or the appointment of such person to the Board of Directors would violate the fiduciary duties of the members of the Board of Directors or any committee thereof, the Corporate Governance and Nominating Committee under applicable law. Except as provided set forth in the Certificate preceding sentence, neither the Company nor any other Stockholder shall have the right to object to any VGG Nominee. (e) The Company shall notify VGG in writing of Designationthe date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at an annual or special meeting of the Stockholders (and such notice shall be delivered to VGG at least 120 days prior to such expected mailing date with respect to any annual meeting of the Stockholders and at least 30 days prior to such expected mailing date with respect to any special meeting of the Stockholders). The Company shall provide VGG with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the VGG Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify the Series B Preferred Directors VGG of all regular and special meetings any opposition to a VGG Nominee designated pursuant to Section 2(a) or (b) sufficiently in advance of the date on which such proxy materials are to be mailed by the Company in connection with such election of directors so as to enable VGG to propose a replacement VGG Nominee, if necessary, in accordance with the terms of this Agreement, and VGG shall have not less than 10 business days to designate another nominee. The Company shall notify VGG of any opposition to a VGG Nominee designated to fill a vacancy on the Board of Directors pursuant to Section 2(c) no later than 2 business days following any determination made in accordance with Section 2(d) and VGG shall have the right to designate another person to fill such vacancy. (f) Without the prior written consent of VGG, the Company shall not take any committee action, including making or recommending any amendment to the Certificate of Incorporation or Bylaws, that would decrease the size of the Board of which any Directors if such decrease would cause the Company to fail to satisfy the NYSE Majority Independent Board Rule, to the extent then applicable, without the resignation of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of VGG Nominee from the Board concurrently as such materials are provided of Directors, or that otherwise could reasonably be expected to adversely effect VGG’s rights under this Agreement. (g) Without limiting the other membersforegoing, the Company agrees that it will not enter into any agreement or understanding or make any commitment to any Person or otherwise take any action that would violate or be inconsistent with any provision or agreement contained in this Agreement or that reduces or eliminates the rights of VGG set forth in this Agreement.

Board Representation. (a) Until Subject to Section 2.5, the occurrence senior member of an Investor Rights Termination Eventthe Equity Purchaser shall be entitled to designate one person for election to, and the shareholder of the Trust Preferred Purchaser shall be entitled to designate one person to attend as a non-voting observer at all meetings of (and to receive all materials and information that voting Directors receive) (the "KKR OBSERVER"), (i) there shall be five (5) directors of the CompanyCompany Board, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled the DP&L Board and (iii) the board of directors of any separate entity or entities formed to nominate two hold DP&L's electricity generation, transmission and/or distribution businesses or any material portion thereof (2other than a wholly owned Subsidiary of the Company or DP&L or any of their respective wholly owned Subsidiaries) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B "APPLICABLE BOARDS"), and the Company agrees, to the extent permitted by Law to take such action as may be required under applicable Law (A) so that, effective as of the Closing, the Company Board and the DP&L Board shall each consist of eleven members and shall include the KKR Representative, (B) to include in any slate of nominees recommended by the Applicable Boards for election by the shareholders the KKR Representative, (C) to take such action as may be required under applicable Law to cause the initial KKR Representative to be designated to be a member of the class of the Directors on each Applicable Board which is a classified board having the longest remaining term (which in the case of the Company Board shall be the term extending until the 2003 annual meeting of shareholders), (D) to use its reasonable best efforts to cause the election of the KKR Representative to the Applicable Boards, including nominating such individual, or causing its Subsidiaries to nominate such individual, as appropriate, to be elected as a Director of the Applicable Boards and (E) not to take any action that would cause the number of Directors constituting any Applicable Board to be less than eleven at any one time; PROVIDED that any KKR Representative or KKR Observer (other than those initially designated hereunder) must be reasonably satisfactory to the Company at the time of their designation hereunder; and, PROVIDED, FURTHER, that any Person who shall have served as the KKR Observer shall be automatically deemed satisfactory to the Company for designation as the KKR Representative. The KKR Observer may be changed at any time by the shareholder of the Trust Preferred Directors”)Purchaser. The initial KKR Representative shall be one of Xxxxxx Xxxxxxx or Xxxxx X. Xxxxxx, and the initial KKR Observer shall be the other. (b) Until In the occurrence event that a vacancy is created on any Applicable Board at any time by the death, disability, retirement, resignation or removal (with or without cause) of an Investor Rights Termination Eventany KKR Representative, the Company shall use its reasonable best efforts to cause the remaining Directors on such Applicable Board to fill the vacancy created thereby to be filled by a new designee of the senior member of the Equity Purchaser as soon as possible, who is designated in the manner specified in this Section 2.1, and the Company hereby agrees to take, or cause to be taken, at each Company Stockholders’ Meetingany time and from time to time, or upon all actions necessary to accomplish the taking of a written consent of stockholders for such purpose: (a) same. Neither the holders of the Series B Preferred Stock shall have the rightCompany, voting separately as a class (to the exclusion of all other classes or series DP&L nor any of the Company’s capital stock), 's other Subsidiaries or Affiliates shall take any action to elect cause the Series B Preferred Directors, as provided in the Certificate removal of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)any KKR Representative without cause. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until The Board of Directors shall elect a total of three nominees designated in writing by the occurrence Investor prior to the Initial Closing (such persons, or replacements designated by the Investor, the "INVESTOR NOMINEES"), to the Board of an Investor Rights Termination Event, (i) there shall be five (5) directors Directors effective as of the CompanyInitial Closing Date, except to be allocated to Class I, Class II and Class III as otherwise agreed to specified by Phoenix the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Initial Closing Date, and at each annual meeting of stockholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors or director nominees up for election to serve as directors the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election and the Required Holders Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to nominate one (1) individual director present to the Board of Directors or director nomineethe nominating committee thereof three nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, who disability, resignation or removal of an Investor Nominee, the Investor shall be independent under applicable Nasdaq and SEC rules, to serve as designate a replacement for such director, as provided in which replacement the Certificate Company shall cause to be elected to the Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Investor Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.02(a) hereof to be included in the taking slate of a written consent nominees recommended by the Board of Directors to the stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant annual meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationstockholders, and (b) shall use its best efforts to cause the remaining two (2) directors election of each such Investor Nominee, including soliciting proxies in favor of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, less than 50% of the Investor Original Number of Conversion Shares. In the event that the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors, the Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Investor Original Number of Conversion Shares specified in this Section 5.02(c). If an Investor Nominee does not resign on or prior to such thirtieth day as required pursuant to Section 2 the immediately preceding sentence, a majority of the Certificate Board of Designation may be removed at Directors (excluding any time, with or without cause by, and only by, Investor Nominees) shall have the affirmative vote, given at a meeting or by written consent, right to remove such Investor Nominee from the Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of If the Board of which Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Series B Preferred Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which an Investor Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a memberBoard of Directors meeting at which an Investor Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as an Investor Nominee. The Company shall provide Board of Directors has approved the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members executives of the Board concurrently Investor set forth on Schedule 5.02(d) hereto as such materials are provided to Investor Nominees for all purposes hereof as of the other membersdate hereof.

Board Representation. (a) Until Promptly upon the occurrence purchase of an Investor Rights Termination EventShares pursuant to the Offer, Newco shall be entitled to designate such number of directors, rounded up to the next whole number, as will give Newco representation on the Board of Directors of the Company equal to the product of (i) there shall be five the total number of directors on the Board of Directors (5giving effect to the election of any additional directors pursuant to this Section) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix the percentage that the number of Shares beneficially owned by the Investors (including Shares accepted for payment) bears to the number of Shares outstanding. The Company shall take all reasonable actions to permit Newco's designees to be entitled elected or appointed to nominate two (2the Company's Board of Directors, including without limitation, increasing the size of the Board of Directors and/or securing the resignations of incumbent directors. The Company shall take at its expense all action necessary pursuant to Section 14(f) individual directors or director nominees of the Exchange Act and then Rule 14f-1 under the Exchange Act in order to serve as directors fulfill its obligations under this Section and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided include in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Schedule 14d-9 or otherwise timely mail to its stockholders all necessary information to comply therewith. (b) Until Following the occurrence election or appointment of an Investor Rights Termination EventNewco's designees pursuant to this Section and until the Effective Time, at each Company Stockholders’ Meeting, or upon the taking approval of a written consent of stockholders for such purpose: (a) the holders majority of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series directors of the Company’s capital stock), Company then in office who are not designated by or otherwise affiliated with SDI shall be required to elect the Series B Preferred Directors, as provided in the Certificate of Designationauthorize, and (b) such authorization shall constitute the remaining two (2) directors authorization of the Board of Directors and no other action on the part of the Company, each including any action by any other director of whom shall be independent under applicable Nasdaq and SEC rulesthe Company, shall be elected required to authorize, any termination of this Agreement by the holders Company, any amendment of Voting Securitiesthis Agreement, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 any extension of the Certificate time for performance of Designation may be removed at any time, with obligation or without cause by, action hereunder by SDI or Newco and only by, the affirmative vote, given at a meeting or by written consent, any enforcement of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate waiver of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which compliance with any of the Series B Preferred Directors is a member. The Company shall provide agreements or conditions contained herein for the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members benefit of the Board concurrently as Company, unless any such materials are provided amendment or waiver will not have an adverse effect on (i) the rights of stockholders to receive the other membersMerger Consideration on the terms of this Agreement (including the timing of such payment) or (ii) the rights of holders of Restricted Stock or holders of stock options under SECTION 2.5 (including the timing of any payment to be made to such holders pursuant to this Agreement).

Board Representation. (a) Until the occurrence Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own more than ten percent (10%) of the Outstanding Common Shares (the “Nominee Right Threshold”), the Investor shall be entitled to nominate, by written notice to the Company (an “Investor Nominee Notice”) one individual to the Board (the “Investor Nominee”). For greater certainty, at no time shall the Investor be entitled to nominate more than one individual to the Board. Each Investor Nominee shall, prior to his or her nomination or appointment to the Board, provide all information and sign all documents required to be provided and signed pursuant to applicable Securities Laws and shall be required to meet the individual qualification requirements for directors under Applicable Law (the “Legal Qualification Requirement”) and be approved by the Company as determined in the reasonable and good faith discretion of the Board or committee thereof (together with the Legal Qualification Requirement, the “Qualification Requirements”). In connection with the foregoing, if and for so long as the Investor is entitled to nominate an Investor Rights Termination Event, Nominee: (i) there at the annual meeting of shareholders of the Company to be held in 2019 and at each subsequent meeting of shareholders on the Company thereafter at which directors are to be elected, the Company shall cause the Investor Nominee to be five included in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors; (5ii) the Company shall use commercially reasonable efforts to cause the election of the Investor Nominee, including recommending that shareholders of the Company vote in favour of the election of, and soliciting proxies in favour of the election of, the Investor Nominee; (iii) the Company shall provide written notice to the Investor of any: (A) annual meeting of the shareholders of the Company at which directors of the Company are to be elected at least sixty (60) days prior to the date of such annual meeting of shareholders of the Company and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), as soon as practicable, and, in any event, at the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made; (iv) an Investor Nominee Notice must be received by the Company: (A) in the case of an annual meeting of shareholders of the Company, except as otherwise agreed not less than fifty (50) days prior to by Phoenix and the Required Holders or as provided date of such annual meeting of shareholders of the Company; provided, however, that in the Certificate event that the annual meeting of Designationshareholders of the Company is to be held on a date that is less than fifty (50) days after the date (the “Investor Nominee Notice Date”) that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the annual meeting was made, an Investor Nominee Notice must be received by the Company no later than the close of business on the tenth (10th) day following the Investor Nominee Notice Date; and and (iiB) Phoenix in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the tenth (10th) day following the day that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made, but in any event no later than ten (10) days preceding the date on which the Company is required by Securities Law to mail a management information circular in respect of the meeting, provided that the Company shall have notified the Investor of such date as soon as practicable. In no event shall any adjournment or postponement of a meeting of shareholders of the Company or the announcement thereof commence a new time period for the delivery or mailing of an Investor Nominee Notice as described in this Section 4.4(a)(iv). (v) notwithstanding anything to the contrary herein, if the Investor does not advise the Company of its Investor Nominee within the time set forth in Section 4.4(a)(iv), then the Company shall not be required to include the Investor Nominee in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors at the relevant meeting of shareholders; (vi) if the Investor Nominee ceases to satisfy the Qualification Requirements, at the request of the majority of the members of the Board, the Investor Nominee shall resign from the Board effective immediately; (vii) if an Investor Nominee ceases to hold office as a director of the Company for any reason (unless the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) no longer holds the Nominee Right Threshold), including if the Investor Nominee ceases to satisfy the Qualification Requirements, the Investor shall be entitled to nominate two (2) an individual directors that satisfies the Qualification Requirements to replace him or director nominees to serve her as directors a new Investor Nominee and the Required Holders Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace an Investor Nominee who has ceased to hold office; (viii) the Investor Nominee Notice and any other notice proposing a nominee shall contain sufficient information to allow the Company to determine whether the proposed nominee satisfies the Qualification Requirements and, prior to nominating an Investor Nominee, the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board given his or her skill set; (ix) the Investor Nominee shall be entitled provided with equivalent indemnification from the Company and directors’ insurance as the other members of the Board; (x) the Company shall maintain directors’ insurance coverage that is appropriate in form and substance for companies similar to nominate one the Company in the jurisdictions in which the Company operates; and (1xi) individual director or director nominee, who the Investor Nominee shall be independent provided with notice of Board meetings as is required to be given to Board members under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate constating documents of Designation (collectively, the “Series B Preferred Directors”)Company. (b) Until The Investor acknowledges and agrees that the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders Nominee may not be entitled to certain information made available to other members of the Series B Preferred Stock shall have Board or may be excluded from meetings of the rightBoard or applicable portions thereof in the event that such information or meetings relate to actual or potential conflicts of interest between the Company and one or more Investor Group Parties, voting separately including pursuant to section 120 of the Canada Business Corporations Act or as a class (otherwise required under Applicable Laws, as and to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected extent determined by the holders of Voting SecuritiesBoard, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)acting reasonably. (c) Any Series B Preferred Director elected The Investor shall forthwith notify the Company in writing if the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to hold the Nominee Right Threshold. At the request of the Company at any point after the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to hold the Nominee Right Threshold, the Investor Nominee shall resign from the Board, effective immediately and the Investor shall have no further right hereunder to designate an Investor Nominee and the Company shall cease to have any obligations pursuant to this Section 2 of 4.4. In determining whether it holds the Certificate of Designation may be removed at any time, with or without cause by, and only byNominee Right Threshold, the affirmative vote, given at a meeting or by written consent, Investor is entitled to rely on the number of Outstanding Common Shares most recently disclosed in the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause disclosure documents filed by the affirmative vote, given at a meeting or by written consent, Company with the Securities Regulators that are available on SEDAR and EXXXX unless the Investor has actual knowledge that the number of the holders of the Voting Securities, voting together as a single class on an as-converted to Outstanding Common Stock basisShares is different from such disclosed number. (d) The Series B Preferred Directors Upon an Investor Nominee joining the Board, he or she shall sign an undertaking whereby he or she will offer his or her resignation from the Board in the circumstances mentioned in Sections 4.4(a)(vi) and 4.4(c). (e) Subject to Applicable Law and provided that the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) holds the Nominee Right Threshold, the Board shall use commercially reasonable efforts to cause the appointment of Pierre-Etienne Franc as the initial Investor Nominee to the Board as soon as reasonably practicable following the Closing Date and, upon such appointment, Pierre-Etienne Franc shall be entitled to reimbursement from serve on the Board until the annual meeting of shareholders of the Company for all costs and expenses in attending any meetings at which directors of the Board or any committee thereof, as provided Company are to be elected in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members2019.

Board Representation. (a) Until the occurrence of an Investor Rights Termination EventThe Company, (i) there shall be five (5) directors subject to its fiduciary duties under applicable state law and each of the CompanyStockholders agree and acknowledge that each of JEDI (until it and its Permitted Transferees no longer own any shares of Common Stock or New Securities) and TCW (until it and its Permitted Transferees no longer own any shares of Common Stock or New Securities) shall have the right, except exercisable at any time and acting alone, to elect one or more members of the Board of Directors of the Company as otherwise agreed determined below. The Stockholders shall at all times cause the number of directors constituting the whole Board of Directors to by Phoenix be no greater than five plus the number of directors elected pursuant to this Section 5. The number of directors that each of JEDI and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix TCW shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders elect shall be entitled that number of directors that represents a percentage of the entire board of directors that is as close as possible to nominate one (1) individual the percentage of outstanding shares of Common Stock held by JEDI or TCW, as the case may be, but in no case less than one. Any director elected by JEDI pursuant to this Section 5 may be removed only by JEDI, and any vacancy resulting from the resignation, removal or death of any director elected by JEDI may be filled only by JEDI, and neither the Company nor any Stockholder other than JEDI shall take any action to remove any such director or fill any such vacancy. Any director nomineeelected by TCW pursuant to this Section 5 may be removed only by TCW, who and any vacancy resulting from the resignation, removal or death of any director elected by TCW may be filled only by TCW, and neither the Company nor any Stockholder other than TCW shall be independent under applicable Nasdaq and SEC rules, take any action to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)remove any such director or fill any such vacancy. (b) Until In order to facilitate the occurrence rights of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: JEDI set forth in paragraph (a) the holders of this Section 5, each of the Series B Preferred Stock Stockholders other than JEDI hereby grants to JEDI its proxy, which (being coupled with an interest) shall have be irrevocable, to take any of the rightfollowing actions, voting separately as either by written consent or at a class (to the exclusion of all other classes or series meeting of the Company’s capital stock), 's stockholders: (i) to amend the Bylaws of the Company to increase the maximum authorized number of directors if necessary to allow JEDI to elect the Series B Preferred Directors, as provided in number of directors that it is entitled to elect pursuant to this Section 5; (ii) to increase the Certificate number of Designation, directors constituting the entire Board of Directors to allow JEDI to elect the number of directors that it is entitled to elect pursuant to this Section 5 and to elect directors to fill the vacancies created by such increase; (iii) to remove a director elected by JEDI pursuant to clause (ii) or (iv); and (biv) to fill any vacancy on the remaining two (2) directors Board of Directors resulting from the Companyremoval, each resignation or death of whom shall be independent under applicable Nasdaq and SEC rules, shall be a director elected by JEDI pursuant to clause (ii) or this clause (iv). The proxy granted hereby shall terminate upon the holders termination of Voting Securities, voting together as a single class on an as-converted JEDI's right to Common Stock basis elect directors pursuant to paragraph (the “Remaining Directors”)a) of this Section 5. (c) Any Series B Preferred Director elected pursuant In order to facilitate the rights of TCW set forth in paragraph (a) of this Section 2 5, each of the Certificate Stockholders other than TCW hereby grants to TCW its proxy, which (being coupled with an interest) shall be irrevocable, to take any of Designation may be removed at any timethe following actions, with either by written consent or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(sCompany's stockholders: (i) who designated to amend the Bylaws of the Company to increase the maximum authorized number of directors if necessary to allow TCW to elect the number of directors that it is entitled to elect pursuant to this Section 5; (ii) to increase the number of directors constituting the entire Board of Directors to allow TCW to elect the number of directors that it is entitled to elect pursuant to this Section 5 and to elect directors to fill the vacancies created by such increase; (iii) to remove a director elected by TCW pursuant to clause (ii) or nominated such director(iv); and (iv) to fill any vacancy on the Board of Directors resulting from the removal, resignation or death of a director elected by TCW pursuant to clause (ii) or this clause (iv). The Remaining Directors may be removed at any time, with or without cause by proxy granted hereby shall terminate upon the affirmative vote, given at a meeting or by written consent, termination of the holders TCW's right to elect directors pursuant to paragraph (a) of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisthis Section 5. (d) The Series B Preferred Directors Company and each Stockholder hereby agrees that each of JEDI and TCW shall be entitled to reimbursement from (a) receive prior notice of any action proposed to be taken by the Board of Directors of the Company for all costs and expenses in attending any meetings of the Board (or any committee thereof), (b) receive such notices as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings required to be given to directors of the Board and Company of any committee meeting of the Board of which any Directors of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies (or any committee thereof), (c) in lieu of all notices, minutes, consents and other materials provided its right to all other elect one or more members of the Board concurrently of Directors of the Company provided above) designate no more than two persons to attend any meeting of the Board of Directors of the Company, as observers, (d) receive, promptly upon completion, all written management reports and written management accounts relating to the Company, to the extent such materials reports and accounts are provided to the other members.Board of Directors of the Company (or any committee thereof)

Board Representation. (a) Until At each annual meeting of the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors shareholders of the Company, except or at any meeting of the shareholders of the Company at which members of the Board of Directors of the Company are to be elected, or whenever members of the Board of Directors are to be elected by written consent, each Investor and each other party to this Agreement, as otherwise agreed a holder of capital stock of the Company, agrees on behalf of itself and any transferee or assignee of any such shares of capital stock, to vote or act with respect to all of such shares of capital stock and any other securities of the Company acquired by Phoenix and the Required Holders or as provided such party in the Certificate future (and any securities of Designation; and the Company issued with respect to, upon conversion of, or in exchange or substitution for such securities) (iithe “Relevant Shares”) Phoenix shall be entitled so as to nominate two elect members of the Board of Directors as follows: (2a) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders member of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion Board of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be Directors elected by the holders of Voting Securities, Series A Preferred Stock voting together as a single separate class on an as-converted to Common Stock basis in accordance with the Company’s Third Amended and Restated Articles of Incorporation, as may be amended (the “Remaining DirectorsRestated Articles”)., a nominee designated by DENSO International America, Inc. (“DENSO”), to be initially Xxxx Xxxx (the “DENSO Designee”), provided, however, that if DENSO at any time declines or fails to designate such a nominee, the DENSO Designee shall be selected by the holders of a majority of the outstanding shares of Series A Preferred Stock; (b) to serve as the one (1) member of the Board of Directors elected by the holders of Series B Preferred Stock voting as a separate class in accordance with the Restated Articles, a nominee designated by holders of a majority of the outstanding shares of Series B Preferred Stock, to be initially Fun-Xxx Xxx (the “Series B Designee”); and (c) Any Series B Preferred Director elected pursuant to Section 2 serve as the two (2) members of the Certificate Board of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or Directors elected by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, Common Stock voting together as a single separate class on an as-converted to in accordance with the Restated Articles, two nominees designated by holders of a majority of the outstanding Common Stock basis. (d) The Series B Preferred Directors shall one of which is to be entitled to reimbursement from the Company for all costs and expenses in attending any meetings Chief Executive Officer of the Board or any committee thereofCompany), as provided in to be initially Fumihiro Kozato (the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members“Common Designees”).

Board Representation. (a) Until In addition to the occurrence two representatives of an Investor Rights Termination Eventthe Fund who may serve on the Company's Board of Directors pursuant to the Stock and Warrant Purchase Agreement dated October 19, 2000, at any time on or after the Stockholder Approval Certification Date (ias that term is defined in the Series G Certificate of Designation), the Fund may designate one additional, independent director to serve on the Company's Board of Directors (the "Independent Director") there subject to approval of the Board of Directors, which approval shall not be unreasonably withheld. Prior to the Fund appointing the Independent Director, the Company shall use its best efforts to cause a vacancy to be created on its Board of Directors (by increasing the number of members of the Board of Directors or otherwise), and, within 21 days of receiving notice from the Fund, the Company shall use its best efforts to cause the Independent Director to be selected to fill such vacancy. With respect to the Company, the Independent Director shall be five an "independent director" within the meaning of Nasdaq Rule 4200(a)(14), an "outside director" within the meaning of Section 162(m) of the Code and the Regulations promulgated thereunder, and not (5) directors other than solely by reason of serving as a director of the Company) an Affiliate, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeofficer, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate employee or agent of Designation (collectively, the “Series B Preferred Directors”)any Investor. (b) Until On and after the occurrence of an Investor Rights Termination EventStockholder Approval Certification Date, at each Company Stockholders’ Meeting, or upon and commencing with the taking of a written consent then next succeeding annual meeting of stockholders for such purpose: (a) the holders of the Series B Preferred Stock Company , the Company shall have use its best efforts cause the right, voting separately as a class (Independent Director to be included in the slate of nominees recommended by the Board to the exclusion Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of such Independent Director, including voting all other classes shares for which the Company holds proxies (unless otherwise directed by the stockholder submitting such proxy) or series is otherwise entitled to vote, in favor of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate election of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred In the event the Independent Director elected pursuant shall cease to Section 2 of the Certificate of Designation may be removed at serve as a director for any time, with or without cause by, and only byreason, the affirmative vote, given at Company shall use its reasonable efforts to cause the vacancy resulting thereby to be filled by a meeting or by written consent, of the holder(s) who substitute Independent Director designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a Fund in accordance with and meeting or by written consent, the requirements of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisSection 8.10(a). (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Following the Closing and for so long as DSM Beneficially Owns at least 4.5% of the Company’s outstanding Voting Securities, except as otherwise agreed to by Phoenix and DSM shall have the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled right to nominate one (1) individual director or director nomineefor election to the Board; provided, who that such individual shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate member of Designation DSM Parent’s Executive Committee (collectivelysuch individual, the “Series B Preferred DirectorsDSM Nominee”). (bii) Until In the occurrence of an Investor Rights Termination Eventevent that DSM is no longer entitled to nominate a director to the Board pursuant to Section 2.1(a)(i) above, at each Company Stockholders’ MeetingDSM shall promptly cause the then-serving DSM Director to immediately resign. If any such director is unwilling to resign, or upon DSM will take all such actions as are necessary to cause the taking of a written consent of stockholders for such purpose: (a) the holders removal of the Series B Preferred Stock director, including voting (or causing to be voted) all of the Voting Securities Beneficially Owned by it in favor of such removal. (iii) For so long as DSM has the right to nominate a DSM Nominee for election pursuant to Section 2.1(a)(i), in connection with each election of directors, subject to Section 2.1(a)(v), the Company shall nominate such DSM Nominee for election as a director as part of the management slate that is included in the proxy statement of the Company relating to the election of directors. (iv) In the event that any DSM Director shall cease to serve as a director for any reason (other than the resignation or removal of such director as a result of DSM not having the right to nominate a director pursuant to Section 2.1(a)(i)), subject to Section 2.1(a)(v), DSM shall have the rightright to designate another DSM Nominee to fill the vacancy resulting therefrom. For the avoidance of doubt, voting separately as a class (to it is understood that the exclusion of all other classes or series failure of the Company’s capital stock), stockholders of the Company to elect any DSM Nominee shall not affect the Series B Preferred Directors, as provided right of DSM to designate a DSM Nominee for election pursuant to Section 2.1(a)(i) in the Certificate connection with any future election of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (cv) Any Series B Preferred Director elected Notwithstanding the foregoing, as a condition to any DSM Nominee’s appointment to the Board and nomination for election as a director of the Company at the Company’s annual meetings of stockholders: (A) DSM and such DSM Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company, with respect to DSM Parent, its Subsidiaries and controlled Affiliates and the applicable DSM Nominee, in each case, to the same extent as all other directors of the Company; (B) such DSM Nominee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company; (C) no Disqualification Event shall be applicable to such DSM Nomine except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable; (D) such DSM Nominee shall be reasonably acceptable to the Nominating and Governance Committee of the Board; and (E) such DSM Nominee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any DSM Nominee relative to all other directors (provided that, for the avoidance of doubt, no DSM Nominee shall be required to qualify as an independent director under applicable stock exchange rules or securities laws and regulations). The Company will make all information requests pursuant to this Section 2 2.1(a)(v) in good faith in a timely manner that allows DSM and the DSM Nominee a reasonable amount of the Certificate of Designation may be removed at any time, with or without cause bytime to provide such information, and only by, will cooperate in good faith with DSM and the affirmative vote, given at a meeting or by written consent, of DSM Nominee in connection with their efforts to provide the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisrequested information. (dvi) The Series B Preferred Directors shall be entitled DSM hereby covenants and agrees (A) not to reimbursement from designate or participate in the Company for all costs and expenses designation of any director designee who, to DSM’s knowledge, is a Disqualified Designee, (B) that in attending the event DSM becomes aware that any meetings of the Board individual previously designated by DSM is or has become a Disqualified Designee or that a Disqualification Event has become applicable to DSM or any committee thereofof its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as provided in the Certificate of Designation. The Company to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, then DSM shall notify the Series B Preferred Directors of all regular Company promptly in writing and special meetings of as promptly as practicable DSM shall take such actions as are necessary to remove any such Disqualified Designee from the Board and any committee of the Board of which any of the Series B Preferred Directors designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is a member. The Company shall provide DSM Director, DSM will comply with the Series B Preferred Directors Company’s xxxxxxx xxxxxxx policy as currently in effect with copies of all notices, minutes, consents and other materials provided such changes thereto (or such successor policies) as are applicable to all other stockholders of the Company that have rights to designate or nominate members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. (a) Until The Investor shall be entitled to designate at least one (1) director to the occurrence Board (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the Company shall promptly cause, and the Founder Parties shall promptly cause and otherwise agree not take any action to prevent, the appointment or election of such Investor Director to the Board, including, convening a meeting of the Board pursuant to the Articles and Bylaws and appointing such Investor Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix shall be entitled recommending to nominate two the Shareholders the election of such Investor Director to the Board in any meeting of Shareholders to elect directors, (2iii) including such nomination and recommendation regarding such individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate Company’s notice for any meeting of Designation Shareholders to elect directors, (collectivelyiv) if necessary, expanding the “Series B Preferred Directors”size of the Board in order to appoint the Investor Director, and (v) in the case of the Founder Parties, vote for electing the Investor Director to the Board in any meeting of Shareholders to elect director(s). (b) Until In the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement, removal or resignation of the Investor Director (or any other vacancy created by removal thereof), the Investor shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class (and the Company shall cause the Board to appoint such individual to the exclusion Board (who shall, following such appointment, be the Investor Director for purposes of all other classes or series of the Company’s capital stockthis Agreement), . Each Founder Party shall take any required actions to elect the Series B Preferred Directors, as provided in the Certificate of Designation, cause and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted otherwise agrees not to Common Stock basis (the “Remaining Directors”)take any action to prevent any such appointment. (c) Any Series B Preferred At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the Investor Director elected is up for re-appointment to the Board, the Company shall cause the Board to re-appoint the Investor Director to serve on the Board and shall use best efforts to ensure that the Investor Director is re-appointed by the Shareholders to the Board pursuant to Section 2 the terms of the Certificate of Designation may be removed at Articles and Bylaws and any time, with or without cause byApplicable Law, and only bythe Founder Parties shall vote for, and not take any action to prevent, the affirmative vote, given at a meeting or by written consent, re-appointment of such Investor Director to the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisBoard. (d) The Series B Preferred Directors Each of the Founder Parties agrees that, if at any time it is then entitled to vote for the removal of directors from the Board, it shall not vote, or cause to be voted, or execute proxies or written consents, as the case may be, and the Company agrees that it shall not take any action, in favor of the removal of the Investor Director unless such removal shall be entitled for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofof its Subsidiaries, as provided in the Certificate (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude or (iii) abuse of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until The Company and each Purchaser shall take all action within their respective powers, including, without limitation, the occurrence voting of an Investor Rights Termination Event, (i) there shall be five (5) directors all of their respective shares of stock of the Company, except as otherwise agreed to by Phoenix the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board of Directors of the Company, the waiving of notice and the Required Holders or attending of meetings, so as provided in to cause the Certificate Board of Designation; Directors of the Company to have as Class C Directors at all times during which the holders of the Class C Common Shares are entitled to elect directors as a separate class: (i) one representative designated by High Ridge and (ii) Phoenix shall be entitled to nominate two one representative designated by MCM (2) individual directors or director nominees to serve each, "Designated Director"), in each case, however, so long as directors High Ridge and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeMCM, who shall be independent under applicable Nasdaq and SEC rulesrespectively, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)own Class C Common Shares. (b) Until The Company shall indemnify, to the occurrence fullest extent permitted by law, any person (or estate of any person) or entity (an Investor Rights Termination Event, at each Company Stockholders’ Meeting"Indemnitee") who was or is a party to, or upon the taking of is threatened to be made a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the rightparty to, voting separately as a class (to the exclusion of all other classes any threatened, pending or series of the Company’s capital stock)completed action, to elect the Series B Preferred Directorssuit or proceeding, as provided whether or not by or in the Certificate of Designation, and (b) the remaining two (2) directors right of the Company, each and whether civil, criminal, administrative, investigative or otherwise, by reason of whom the fact that such Indemnitee is or was a Designated Director, or is affiliated or associated with a Designated Director, or appointed or designated a Designated Director. To the fullest extent permitted by law, the indemnification provided herein shall include expenses, (including attorneys' fees), judgments, fines and amounts paid in settlement, and, in the manner provided by law, such expenses shall be independent under applicable Nasdaq and SEC rules, shall be elected paid by the holders Company in advance of Voting Securitiesthe final disposition of such action, voting together suit or proceeding. The indemnification provided herein shall not be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, the Articles of Incorporation or By-Laws of the Company, any vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity as a single class director and as to action in another capacity while holding such position. During the time that any Designated Director serves on an as-converted the Board of Directors of the Company, and for a period of at least six years thereafter, subject to Common Stock basis (availability at a reasonably acceptable cost to the “Remaining Directors”)Company, the Company shall have and maintain one or more policies of directors and officers liability insurance in form, substance and amount reasonably acceptable to the New Purchasers. (c) Any Series B Preferred The Company shall reimburse each Designated Director elected pursuant to Section 2 for reasonable expenses incurred in attending any meeting of the Certificate Board of Designation may be removed at Directors or any time, committee thereof in accordance with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted its customary policies applicable to Common Stock basisall Directors. (d) The Series B Preferred Directors shall be entitled to reimbursement from obligations of the Company for all costs contained in Section 6.3(b) shall survive the disposition of Common Shares and expenses in attending any meetings Warrants by either or both of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersNew Purchasers.

Board Representation. If Sxx X. Xxxxx, Ph.D. ceases to serve as Chairman of the Board of Directors due to (a) Until Dx. Xxxxx’x resignation as a director due to a material adverse change to the occurrence condition of an Investor Rights Termination EventDx. Xxxxx or any member of Dx. Xxxxx’x immediate family or (b) a vote or written consent of stockholders of the Company, in which the requisite majority for approval of such removal by the stockholders of the Company does not include any stockholders who serve on the Board of Directors or who are Affiliates of any individuals who serve on the Board of Directors, the Company shall promptly take any and all actions (including by increasing the size of the Board of Directors) as may be required under the laws of its state of incorporation, its certificate of incorporation and bylaws and any all other applicable laws set forth by any governmental authority in order to (i) there shall be cause, within five (5) Trading Days following Dx. Xxxxx’x departure, (x) the election of two directors designated by Genesis, which designees shall be (A) independent under Section 5605(a)(2) of the Companyrules of the Nasdaq Stock Market (the “Independence Rules”), except (B) not existing stockholders of the Company on the date hereof and (C) persons with relevant experience in either the biotechnology, pharmaceutical or healthcare industries, to serve as otherwise agreed to by Phoenix members of the Board of Directors from the date hereof until such director designees’ resignation, death, removal or disqualification (the “Genesis Designees”) and (y) the Required Holders or election of a chairman of the Board of Directors of the Company who qualifies as provided in an independent director under the Certificate of Designation; Independence Rules and (ii) Phoenix shall be entitled to nominate two (2) individual directors until the Debentures are either repaid or director converted in full, include the Genesis Designees as nominees to serve for election or re-election as directors and members of the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a directorBoard of Directors, as provided the case may be, in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the proxy statement to be sent to any holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), stock in connection with any annual or special meeting of such holders entitled to elect vote on such matters if the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors re-election of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee members of the Board of which Directors shall be proposed by the Board of Directors in such proxy statement and, in such instance, the Board of Directors shall recommend to any such holders of its capital stock entitled to vote at such meeting in such proxy statement the election or re-election, as applicable, of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersGenesis Designees.

Board Representation. (a) Until the occurrence earliest of an Investor Rights Termination Event, (i) there the Spin-Off Date (at which time a new Shareholders Agreement as to the Company shall be five entered into in accordance with the Purchase Agreement) and (5ii) directors the date on which the IEP Group ceases to own at least 10.0% of the issued and outstanding shares of Common Stock, measured as a single class, provided, that the IEP Group Designee (as defined below) shall have resigned from the Board at least thirty (30) days prior to the IEP Entities’ (or the IEP Group’s) taking any of the actions set forth in Sections 3.02(a)(ii) through (xi) (it being understood that if the deadline for director nominations under the advance notice provisions of the Company’s by-laws expires during such thirty (30) day period, then the IEP Entities may, during such thirty (30) day period, submit to the Company a By-Law Director Nomination) (the “Board Designation Period”), the Board shall take all action necessary to nominate and recommend for election at each annual meeting of stockholders the then-serving Chief Executive Officer of IEP (or, if such individual is unwilling or unable to serve as a director of the Company, except as otherwise agreed to an individual designated by Phoenix the IEP Group who is not an employee of any IEP Entity (the “Replacement Designee”); provided that any that such individual shall meet the applicable requirements set forth in the Company’s bylaws and the Required Holders or as provided in Corporate Governance Principles adopted by the Certificate Board and shall be reasonably acceptable to the Company (an “Acceptable Replacement Designee”), provided, that the fact that any proposed Replacement Designee is not an Acceptable Replacement Designee shall not terminate the IEP Group’s rights hereunder, and, until the end of Designation; and (ii) Phoenix the Board Designation Period, the IEP Group shall be entitled to nominate two continue designating new Replacement Designees until one such proposed Replacement Designee is an Acceptable Replacement Designee (2the “IEP Group Designee”). Such individual who is or becomes a director of the Company in accordance with the foregoing shall continue as a director of the Company until the earlier of (x) his or her death, resignation or removal and (y) the time at which his or her successor is duly elected and qualified. Notwithstanding the foregoing, the Holder and its Affiliates shall cause the individual directors designated or director nominees nominated pursuant to serve this Section 3.04 to resign from the Board upon the termination of the Board Designation Period (it being understood that such individual’s form of resignation letter that is required to be executed by such individual and held by the Company Secretary as directors and a condition of membership on the Required Holders Board shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a directorautomatically effective upon the termination of the Board Designation Period, as provided in well as upon the Certificate effectiveness triggers applicable to all members of Designation (collectivelythe Board). Solely for purposes of this Section 3.04(a), if the IEP Entities cease to own 10.0% or more of the then-issued and outstanding Common Stock, the “Series B Preferred Directors”)IEP Entities shall not be considered members of the IEP Group. (b) Until AEP, IEH, IEP, the occurrence of an Investor Rights Termination Event, at each IEP Group Designee and the Company Stockholders’ Meeting, or upon the taking of shall enter into a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (customary confidentiality agreement covering any confidential information to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected received by the holders of Voting Securities, voting together as a single class IEP Group Designee in connection with his or her service on an as-converted to Common Stock basis (the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify pay the Series B Preferred Directors of all regular reasonable and special meetings documented out-of-pocket expenses incurred by the IEP Group Designee in connection with his or her services provided to or on behalf of the Board and any committee Company, including attending meetings or events attended on behalf of the Board of which any of Company, on the Series B Preferred Directors is a member. The same basis that the Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to pays such expenses for all other members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of So long as any Series C Preferred Stock remains outstanding, the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Requisite Preferred Holders shall be entitled to nominate elect one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to the Board to serve as a director, as provided in director (an "Option Director") upon the Certificate occurrence or continuation of Designation (collectively, the “Series B Preferred Directors”)an Event of Option. (bii) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all Notwithstanding any other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 sections of the Certificate of Designation Incorporation, so long as any Series C Preferred Stock remains outstanding, the Requisite Preferred Holders shall be entitled to (A) remove from the Board any Preferred Director elected under the foregoing subsection (i), (B) elect each successor to any such Preferred Director removed in accordance herewith or who otherwise vacates such office, and (C) remove any other director necessary to create sufficient vacancies on the Board to permit the Requisite Preferred Holders to elect additional individuals to the Board upon an occurrence or continuance of an Event of Option, pursuant to the foregoing clause (i) above. (iii) The right of the Preferred Holders to elect directors may be removed exercised at the special meeting called pursuant to this Section, at any timeannual or other special meeting of shareholders and, with or without cause byto the extent and in the manner permitted by Applicable Law, and only by, the affirmative vote, given at pursuant to a meeting or by written consent, consent in lieu of a shareholders meeting. A proper officer of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at Corporation shall, upon the written request of the Requisite Preferred Holders, addressed to any timeofficer of the Corporation, with or without cause by the affirmative vote, given at call a special meeting or by written consent, of the holders of Preferred Stock for the Voting Securitiespurpose of electing directors pursuant to this Section. Such meeting shall be held at the earliest legally permissible date at the principal office of the Corporation, voting together as or at such other place designated by the Requisite Preferred Holders. If such meeting has not been called by a single class on an as-converted proper officer of the Corporation within 2 days after personal delivery, by hand or by a nationally recognized, overnight courier guaranteeing next business day delivery, of such written request upon any officer of the Corporation or within 5 days after mailing the same to Common Stock basisthe secretary of the Corporation at its principal office, then the Requisite Preferred Holders may call such meeting at the expense of the Corporation, and such meeting may be called upon the notice required for annual meetings of shareholders and shall be held at the Corporation's principal office, or at such other place designated by the Requisite Preferred Holders. The Preferred Holders shall be given access to the stock record books of the Corporation for the purpose of causing a meeting of stockholders to be called pursuant to this Section. (div) At any meeting or at any adjournment thereof at which the Preferred Holders have the right to elect directors, the presence, in person or by proxy, of the Preferred Holders shall be required to constitute a quorum for the election or removal of any director by the Requisite Preferred Holders. The affirmative vote of the Requisite Preferred Holders shall be required to elect or remove any Preferred Director. (v) The Series B Corporation shall pay or reimburse each Preferred Directors shall be entitled to reimbursement from Director for the Company for all costs and reasonable out-of-pocket expenses incurred by such Person in connection with attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special formal meetings of the Board and any committee thereof. The Corporation shall use its best efforts to maintain video teleconferencing capabilities for all formal meetings of the Board of which and any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscommittee thereof.

Board Representation. (a) Until The Parties agree and acknowledge that the occurrence of an Investor Rights Termination Event, (i) there shall be five (5entitled to appoint one director on the Board effective upon Funding and that such director shall be appointed under Section 255(2) directors of the Company, except as otherwise agreed to by Phoenix Act. The Promoters and the Required Holders or as provided Company shall not be entitled to remove the Director appointed/nominated by the Investor, unless required by Law, in which event, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual directors or a director nominees to serve as directors in place of the director removed and the Required Holders Promoters shall be entitled cause the Company to nominate one (1) individual and the Company shall appoint such person as director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in on the Certificate of Designation (collectively, the “Series B Preferred Directors”)Board. (b) Until the occurrence The right of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders nomination and appointment of the Series B Preferred Stock director conferred on the Investor under Clause 6(a) shall have include the right, voting separately right at any time to remove from office any such persons nominated or appointed by them and from time to time determine the period for which such persons shall hold office as Director. If the Investor desires that any director nominated or appointed by it should cease to be a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors director of the Company, each the Promoters shall cause, and shall exercise its voting rights in such manner, so as to ensure such removal and appointment of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected new director nominated by the holders of Voting Securities, voting together Investor to replace the director so removed as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)soon as may be practicable. (c) Any Series B Preferred Director elected pursuant The director appointed/nominated by the Investor shall be entitled to Section 2 receive all notices, agenda, etc. and to attend all General Meetings and Board Meetings and Meetings of any Committees of the Certificate Board of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basiswhich they are members. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any quorum at meetings of the Board or any committee thereofshall be comprised in accordance with the provisions of the Companies Act, and provided further that it also comprises of a Director nominated by the Investor and/or its Affiliates. Subject to quorum requirements being met, each Director shall have one vote on the Board and, except as provided in otherwise specifically required by the Certificate of Designation. The Company shall notify the Series B Preferred Directors of Companies Act, all regular and special meetings decisions of the Board and any committee shall be taken by a simple majority of the Board Directors present and voting or deemed to be present at the meeting or in the case of which resolution by circulation, by majority of Directors to whom the resolution is circulated in accordance with Clause 4.1(k) of the SHA. Notwithstanding anything to the contrary contained herein or in any other document, no resolution shall be validly passed except with the affirmative vote of a Director nominated by IGC. (e) In the event the Investor or any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided its Affiliates cease to all other members (i) be shareholders of the Board concurrently Company, then all the rights of the Investor as such materials are provided a Shareholder shall automatically terminate and the Investor shall cause its nominee Directors to resign from the other membersBoard.

Board Representation. (a) Until Subject to Section 2.5, the occurrence senior member of an Investor Rights Termination Eventthe Equity Purchaser shall be entitled to designate one person for election to, and the shareholder of the Trust Preferred Purchaser shall be entitled to designate one person to attend as a non-voting observer at all meetings of (and to receive all materials and information that voting Directors receive) (the “KKR Observer”), (i) there shall be five (5) directors of the CompanyCompany Board, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled the DP&L Board and (iii) the board of directors of any separate entity or entities formed to nominate two hold DP&L’s electricity generation, transmission and/or distribution businesses or any material portion thereof (2other than a wholly owned Subsidiary of the Company or DP&L or any of their respective wholly owned Subsidiaries) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred DirectorsApplicable Boards”). , and the Company agrees, to the extent permitted by Law to take such action as may be required under applicable Law (bA) Until so that, effective as of the occurrence Closing, the Company Board and the DP&L Board shall each consist of an Investor Rights Termination Eventeleven members and shall include the KKR Representative, at (B) to include in any slate of nominees recommended by the Applicable Boards for election by the shareholders the KKR Representative, (C) to take such action as may be required under applicable Law to cause the initial KKR Representative to be designated to be a member of the class of the Directors on each Applicable Board which is a classified board having the longest remaining term (which in the case of the Company Stockholders’ MeetingBoard shall be the term extending until the 2003 annual meeting of shareholders), (D) to use its reasonable best efforts to cause the election of the KKR Representative to the Applicable Boards, including nominating such individual, or upon the taking of causing its Subsidiaries to nominate such individual, as appropriate, to be elected as a written consent of stockholders for such purpose: (a) the holders Director of the Series B Preferred Stock Applicable Boards and (E) not to take any action that would cause the number of Directors constituting any Applicable Board to be less than eleven at anyone time; provided that any KKR Representative or KKR Observer (other than those initially designated hereunder) must be reasonably satisfactory to the Company at the time of their designation hereunder; and, provided, further, that any Person who shall have served as the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom KKR Observer shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted automatically deemed satisfactory to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending designation as the KKR Representative. The KKR Observer may be changed at any meetings time by the shareholder of the Board or any committee thereof, as provided in the Certificate of DesignationTrust Preferred Purchaser. The Company initial KKR Representative shall notify be one of Xxxxxx Xxxxxxx or Xxxxx X. Xxxxxx, and the Series B Preferred Directors of all regular and special meetings of initial KKR Observer shall be the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersother.

Board Representation. (a) Until So long as any Notes remain outstanding, and in connection with the occurrence annual election of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except Holders who together hold more than 50% in outstanding principal amount of the Notes (excluding any Holders that are Affiliates of the Company) shall have the right to designate one member of the Board of Directors of the Company (the “Junior PIK Notes Director”) according to the procedure described in this Section 4.06, provided that such director (x) has been approved by the Board of Directors of the Company, which approval shall not be unreasonably withheld and (y) is not prohibited from acting as otherwise agreed a member of the Board of Directors of the Company by any applicable law or regulation. In order to designate the Junior PIK Notes Director, the Holders of more than 50% in outstanding principal amount of the Notes (excluding any Holders that are Affiliates or Insiders of the Company) (the “Required Holders”) shall provide a written notice to the Trustee and the Company, signed by Phoenix and the Required Holders or as provided in the Certificate their legal representatives (together with DTC or Euroclear participant or custodian confirmation of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeHolders’ beneficial ownership of the Notes), who shall be independent under applicable Nasdaq and SEC rules, to serve as designating the Junior PIK Notes Director. Upon receipt of a director, as provided in notice complying with the Certificate of Designation (collectivelyforegoing requirements, the “Series B Preferred Directors”). (b) Until Company shall promptly cause the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, Junior PIK Notes Director to be appointed or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (elected to the exclusion Board of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors Directors of the Company, each of whom in accordance with the Company’s bylaws and applicable law. The Junior PIK Notes Director shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 member of the Certificate of Designation may be removed at any time, with or without cause by, and only byExecutive Committee, the affirmative vote, given at a meeting or by written consent, of Audit Committee and the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee Best Practices Committee of the Board of which any Directors of the Series B Preferred Directors is a member. The Company shall provide Company, with the Series B Preferred Directors with copies same rights and privileges of all notices, minutes, consents and other materials provided to all other members of the Board concurrently of Directors of the Company, including with respect to compensation and reimbursement of expenses, in accordance with the Company’s bylaws and applicable law. In the event that the Junior PIK Notes Director resigns or is removed from office, the Company shall take all necessary actions to install, in lieu of such person, such new person on the Board of Directors of the Company as such materials are provided to may be designated by the other membersRequired Holders, in accordance with this Section 4.06.

Board Representation. (a) Until On or prior to the occurrence Closing Date, the Board of an Investor Rights Termination Event, (i) there shall be five (5) directors Directors of the Company, except as otherwise agreed to by Phoenix Company and the Required Holders or Audit Committee of the Board of Directors shall each be expanded by one position, and Dougxxx X. Xxxxx xxxll be appointed to fill the vacancies created by such expansion. Thereafter, for so long as provided Purchaser and the Permitted Transferees own, in the Certificate of Designation; and (ii) Phoenix aggregate, at least the Minimum Interest, Purchaser shall be entitled to nominate two (2) individual directors or designate one director on the management slate of nominees to serve as the Company's Board of Directors (the "Purchaser Designee"). In the event that the number of directors comprising the Company's Board of Directors (in addition to the Purchaser Designee) shall be six or more, the Board of Directors shall be expanded by an additional position, and the Required Holders Purchaser shall be entitled to nominate one designate an additional director on such management slate of nominees (1the "Additional Designee"). At least 90 days prior to each annual meeting of stockholders at which a Purchaser Designee (and Additional Designee, if applicable) individual director or director nomineewill stand for election, who Purchaser shall provide written notice to the Company indicating the Purchaser Designee (and Additional Designee, if applicable) to be independent nominated by Purchaser at such annual meeting, and such notice shall set forth as to each Person proposed for nomination all information relating to such Persons that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under applicable Nasdaq and SEC rules, the Exchange Act (including such Person's written consent to serve being named in the related proxy statement as a director, nominee and to serving as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”a director if elected). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (Subject to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only bylaw, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify use its best efforts at all times to take such action as is necessary to ensure that the Series B Preferred Directors of all regular and special meetings of the Board and any nominating committee of the Board of which any Directors (or the full Board if there is no nominating committee) of the Series B Preferred Directors is a member. The Company shall provide nominate and recommend to the Series B Preferred stockholders of the Company that the stockholders elect the Purchaser Designee (and Additional Designee, if applicable) to the Board of Directors. As a condition precedent to the inclusion of any Purchaser Designee on any slate of nominees to be recommended to stockholders by the Board of Directors with copies of all noticespursuant to Section 4.10(a), minutes, consents and other materials provided to all other members the nominating committee of the Board concurrently (or the full Board if there is no nominating committee) may review the information provided pursuant to Section 4.10(a) to evaluate in good faith such Purchaser Designee's (and such Additional Designee's) character and fitness to serve as a director. If the nominating committee (or the full Board if there is no nominating committee) determines in good faith that any such materials are provided Purchaser Designee (or Additional Designee) lacks the character or fitness to the other members.serve as a director based on applicable legal and reasonable

Board Representation. (a) Until The Board of Directors shall elect a total of three nominees designated in writing by the occurrence Investor prior to the Closing (such persons, or replacements designated by the Investor, the "INVESTOR NOMINEES"), to the Board of an Investor Rights Termination Event, (i) there shall be five (5) directors Directors effective as of the CompanyClosing Date, except to be allocated to Class I, Class II and Class III as otherwise agreed to specified by Phoenix the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors or director nominees up for election to serve as directors the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election and the Required Holders Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to nominate one (1) individual director present to the Board of Directors or director nomineethe nominating committee thereof three nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, who disability, resignation or removal of an Investor Nominee, the Investor shall be independent under applicable Nasdaq and SEC rules, to serve as designate a replacement for such director, as provided in which replacement the Certificate Company shall cause to be elected to the Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Investor Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.02(a) hereof to be included in the taking slate of a written consent nominees recommended by the Board of Directors to the stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant annual meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationstockholders, and (b) shall use its best efforts to cause the remaining two (2) directors election of each such Investor Nominee, including soliciting proxies in favor of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, less than 50% of the Investor Original Number of Conversion Shares. In the event that the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors, the Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Investor Original Number of Conversion Shares specified in this Section 5.02(c). If an Investor Nominee does not resign on or prior to such thirtieth day as required pursuant to Section 2 the immediately preceding sentence, a majority of the Certificate Board of Designation may be removed at Directors (excluding any time, with or without cause by, and only by, Investor Nominees) shall have the affirmative vote, given at a meeting or by written consent, right to remove such Investor Nominee from the Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of If the Board of which Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Series B Preferred Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which an Investor Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a memberBoard of Directors meeting at which an Investor Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as an Investor Nominee. The Company shall provide Board of Directors has approved the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members executives of the Board concurrently Investor set forth on Schedule 5.02(d) hereto as such materials are provided to Investor Nominees for all purposes hereof as of the other membersdate hereof.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Parent shall be entitled to nominate designate two people (2the "Parent Representatives") individual directors or director nominees for election to serve as directors the Board, and the Required Holders Company agrees, to the extent permitted by Law, to take such action as may be required under applicable Law (i) so that, effective as of the Closing, the Board shall include the Parent Representatives, (ii) to include the Parent Representatives in any slate of nominees for Directors recommended by the Board for election by the stockholders of the Company and (iii) to use the same efforts to cause the election of the Parent Representatives to the Board as the Company uses with respect to the Company's other nominees for Directors, including nominating such individuals to be elected as Directors; provided that such Parent Representatives must be either (A) senior executive officers of Parent at the time of their designation hereunder or (B) other people reasonably satisfactory to the Company at the time of their designation hereunder; and provided further that if all of the members of the Parent Group, in the aggregate, own at least 1.5 million shares of Retained Stock and such ownership interest represents less than 5% of the total voting power of the Company's outstanding Voting Securities, the number of Parent Representatives shall be entitled reduced to nominate one (1) individual director or director nomineeone, who and if all of the members of the Parent Group, in the aggregate, own less than 1.5 million shares of Retained Stock the number of Parent Representatives shall be independent under applicable Nasdaq and SEC rulesreduced to zero. Parent shall cause each of its designees to the Board, other than the initial Parent Representatives, to serve resign from the Board effective as a director, as provided in of the Certificate of Designation (collectively, the “Series B Preferred Directors”)Closing. (b) Until In the occurrence event that a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal (with or without cause) of an Investor Rights Termination Eventa Parent Representative, the Company shall use its best efforts to cause the remaining Directors to cause the vacancy created thereby to be filled by a new designee of Parent in accordance with the terms of Section 2.1, and the Company hereby agrees to take, or cause to be taken, at each any time and from time to time, all actions necessary to accomplish the same. The Company Stockholders’ Meeting, or upon shall not take any action to cause the taking removal of a written consent of Parent Representative, by stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC ruleswithout cause, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)or otherwise. (c) Any Series B Preferred Director elected As long as Parent is entitled to two Parent Representatives pursuant to the terms of Section 2 of the Certificate of Designation may be removed at any time2.1(a), with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any each standing committee of the Board of which any (other than the audit committee) shall include one of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersParent Representatives.

Board Representation. (a) Until So long as the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix Subsequent Purchasers and their Affiliates constitute the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeHolders, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock GSMP VCOC shall have the rightright to designate an employee of The Gxxxxxx Sxxxx Group, voting separately Inc. or its Affiliates as a class non-voting observer (a “Non-Voting Observer”) to the exclusion Board of all other classes or series Directors of each of the Company’s capital stockCompany and HoldCo (each, an “Entity”), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors . Neither Entity shall establish or employ committees of the Company, each Board of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by Directors for the holders purpose of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (circumventing the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 rights of the Certificate GSMP VCOC to have a Non-Voting Observer on the Board of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such directorDirectors. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Each Non-Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors Observer shall be entitled to reimbursement from each Entity for his or her reasonable travel or other out-of-pocket expenses related to the Company for performance of their respective duties. (b) So long as GSMP VCOC shall be entitled to exercise its rights pursuant to this Section 7.1, each Entity shall hold regular meetings of its Board of Directors periodically at such times as its Board of Directors may in good faith determine. Within a reasonable time after each such meeting, either telephonically or in person, of a Board of Directors of an Entity, such Entity shall cause minutes of such meeting to be delivered to the Non-Voting Observer. (c) The Non-Voting Observer shall be entitled to be present at all costs and expenses in attending any meetings of the Board or of Directors of each Entity and shall be notified of any committee thereofsuch meeting by reasonable prior notice, as provided including such meeting’s time and place, in the Certificate same manner as directors of Designationsuch Entity and shall receive monthly financial statements of the type described in Section 6.1(a) above and copies of all written materials distributed to directors of such Entity for purposes of such Board of Directors meetings at the same time as directors of such Entity and shall be entitled to participate in discussions and consult with, and make proposals and furnish advice to, such Board of Directors without voting; provided, however, that such Non-Voting Observer shall not have voting rights with respect to actions taken or elected not to be taken by the Board of Directors and shall be subject to all rules governing such Board of Directors and committee, it being understood that no Board of Directors of any Entity shall be under any obligation to take any action with respect to any proposals made or advice furnished by the Non-Voting Observer, and nothing herein shall prevent the Board of Directors of any Entity from acting by written instrument to the extent permitted by Applicable Law. The Company Non-Voting Observer shall notify the Series B Preferred Directors have a duty of all regular and special meetings confidentiality to such Entity, including a duty not to disclose and/or use confidential information, comparable to such duties of the Board and any committee a director of such Entity. (d) If an issue is to be discussed or otherwise arises at a meeting of the Board of which any of Directors which, in the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members reasonable judgment of the Board concurrently of Directors, cannot be discussed in the presence of the Non-Voting Observer in order to avoid a conflict of interest on the part of the Non-Voting Observer or to preserve an attorney-client or accountant-client or any other available privilege, then such issue may be discussed without the Non-Voting Observer being present and may be deleted from any materials being distributed in connection with any meeting at which such issues are to be discussed, so long as the Non-Voting Observer is given notice of the occurrence of such materials are provided to meeting and the other membersdeletion of such materials.

Board Representation. (aA) Until The Company’s Amended and Restated Memorandum and Articles of Association (the occurrence “Memorandum and Articles”) shall provide that the Board shall consist of seven (7) Directors, which number shall not be changed except pursuant to an Investor Rights Termination Eventamendment to the Memorandum and Articles. For so long as any IDG Entity holds any Series A Share, (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix IDG Entities shall be entitled to nominate two and appoint a Director from time to time to occupy one (21) individual directors seat of the Board (the “IDG Director”), to remove such Director occupying such position and to fill any vacancy caused by the resignation, death or director nominees to serve removal of such Director occupying such position. For so long as directors and any TDF Entity holds any Series A Share, the Required Holders TDF Entities shall be entitled to nominate and appoint a Director from time to time to occupy one (1) individual director or director nomineeseat of the Board (together with the IDG Director, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred A Directors”, each a “Series A Director”). , to remove such Director occupying such position and to fill any vacancy caused by the resignation, death or removal of such Director occupying such position. For so long as any Series B Share remains outstanding, the Lead Investor (bor its successor or permitted assign) Until shall be entitled to nominate and appoint a Director from time to time to occupy one (1) seat of the occurrence Board (the “Series B Director”), to remove such Director occupying such position and to fill any vacancy caused by the resignation, death or removal of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking such Director occupying such position. The holders of a written consent of stockholders for such purpose: (a) the holders majority in voting power of the Series B Preferred Stock shall have the rightCommon Shares, voting separately as a class (and to the exclusion of all any other classes series or series class of the Company’s capital stock)shares, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement elect Directors from time to time to occupy four (4) seats of the Company for Board (the “Common Directors”), to remove any Directors occupying such positions and to fill any vacancy caused by the resignation, death or removal of Directors occupying such positions. Each of the Investors (other than the Lead Investor) shall be entitled to appoint and remove one (1) observer to attend all costs and expenses in attending any meetings of the Board or any committee thereofin a non-voting observer capacity, and each such Board observer shall be entitled to receive copies of all information and materials provided to the voting Directors at the same time and in the same manner. (B) The parties hereto shall cause the board of directors of the Domestic Entity to be composed in the same manner as provided in Section 7.1(A). The parties hereto shall cause their nominees on the Certificate board of Designationdirectors of the Domestic Entity to vote in the manner determined by the Board and shall cause any director who fails to vote in such manner to be removed. The Company shall notify take all steps as are necessary to cause the Series B Preferred Directors of all regular and special meetings provisions with respect to the governance of the Board and any committee Company to apply mutatis mutandis to the governance of each member of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersGroup.

Board Representation. (a) Until From the occurrence Closing Date until XL no longer owns at least 20% of an Investor Rights Termination Eventthe principal amount of the outstanding Debentures, (ix) there the Company shall cause all of the XL Designees (as defined below) to be five (5) nominated for election to the board of directors of the Company at the Company, except as otherwise agreed to by Phoenix 's next stockholders' meeting and the Required Holders or as provided in Company shall support and use its best efforts to cause the Certificate election of Designation; such individuals to the board of directors of the Company and (iiy) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock XL shall have the rightright to request, voting separately as a class (and upon such request the Company shall cause, the XL Designees to be elected to serve on the exclusion boards of all other classes or series directors of each of the Company’s capital stock)'s direct and indirect Subsidiaries. In addition, all such XL Designees will be permitted to elect serve on any committees, including any executive committee of the Series B Preferred Directors, as provided in the Certificate board of Designation, and (b) the remaining two (2) directors of the CompanyCompany and each Subsidiary, each of whom shall be independent unless such XL Designee is not qualified therefor under applicable Nasdaq law, rule or regulation, in which event XL shall have the right to select one individual to observe all such meetings in substitution therefor. "XL Designees" shall mean a number of individuals designated by XL equal to the greater of (x) two and SEC rules, shall be elected by (y) the holders number derived from multiplying the number of Voting Securities, voting together as seats on the applicable board of directors times a single class on an as-converted to fraction the numerator of which is the number of shares of Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate Company owned by XL (assuming conversion of Designation all Debentures held by XL) and the denominator of which is the number of outstanding shares of Common Stock of the Company on a Fully Diluted Basis (rounding up in the case of any fractions). At any time while an XL Designee is not a member of the Company's and each such Subsidiary's boards of directors, at the sole discretion of XL, XL may be removed at any time, with or without cause byappoint a representative of XL, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for and each such Subsidiary will permit such representative, to attend all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate boards of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings directors of the Board Company and each such Subsidiary and any committee committees thereof. XL will continue to have the right to designate the XL Designees for election or appointment to the boards of directors of the Board Company and each such Subsidiary in lieu of which any representative of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersXL.

Board Representation. The Merger Agreement provides that promptly upon the purchase by Parent or any of its subsidiaries pursuant to the Offer, and from time to time thereafter, Parent shall be entitled to designate such number of directors, rounded up to the next whole number (abut in no event more than one less than the total number of directors of the Board of Directors of the Company) Until as will give Parent, subject to compliance with Section 14(f) of the occurrence Exchange Act, representation on the Board of an Investor Rights Termination EventDirectors of the Company equal to the product of (x) the number of directors on the Board of Directors of the Company (giving effect to any increase in the number of directors pursuant to the Merger Agreement) and (y) the percentage that such number of Shares so purchased bears to the aggregate number of Shares outstanding (such number being the "Board Percentage"). The Company has agreed, upon request of Parent, to promptly satisfy the Board Percentage by (i) there increasing the size of the Board of Directors of the Company or (ii) using its best efforts to secure the resignations of such number of directors as is necessary to enable Parent's designees to be elected to the Board of Directors of the Company and to cause Parent's designees promptly to be so elected. Following the election or appointment of Parent's designees pursuant to the Merger Agreement and prior to the Effective Time of the Merger, any amendment or termination of the Merger Agreement, extension for the performance or waiver of the obligations or other acts of Parent or the Purchaser or waiver of the Company's rights thereunder, shall require the concurrence of a majority of the directors of the Company then in office who were directors on the date of the Merger Agreement. Consideration to be Paid in the Merger. The Merger Agreement provides that upon the terms (but subject to the conditions) set forth in the Merger Agreement, the Purchaser will be merged with and into the Company whereupon the separate existence of the Purchaser shall cease, and the Company shall be five the surviving corporation (5the "Surviving Corporation") directors and shall be a wholly-owned subsidiary of the Parent. In the Merger, each Share (excluding shares owned directly or indirectly by the Company or any of its subsidiaries or by Parent, the Purchaser or any other subsidiary of Parent and holders who have not voted in favor of the Merger or consented to the Merger in writing and who have demanded appraisals for such Shares in accordance with the Delaware Law) outstanding immediately prior to the time the Certificate of Merger, or if applicable the Certificate of Ownership and Merger, is duly filed with the Secretary of the State of Delaware or at such later time as is specified in such Certificate of Merger (the "Effective Time") shall be converted into the right to receive the Merger Consideration in cash, without any interest thereon, less any required withholding taxes. Each share of the capital stock of the Purchaser outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of Common Stock, par value $.01 per share, of the Company, except with the same rights and privileges as otherwise agreed the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. The Merger Agreement provides that the closing of the Merger shall occur as soon as practicable, but in no event later than five business days after satisfaction or, to by Phoenix and the Required Holders or as provided extent permitted under the Merger Agreement, waiver of the conditions to the Merger set forth in the Certificate Merger Agreement. Employee Options, Warrants, Class A Exchangeable Preferred Stock and Exchangeable Notes. The Merger Agreement provides that, at the Effective Time, all outstanding Employee Options (regardless of Designation; whether or not such options have vested) shall either (i) be cancelled and (ii) Phoenix each holder of a cancelled option shall be entitled to nominate two receive, in consideration for the cancellation of such option, an amount in cash equal to the product of (2x) individual directors the number of Shares previously subject to such option and (y) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such option or director nominees (ii) if elected by such holder, and if this option is made available by Parent, such option will convert into options or other rights to serve acquire shares of the common stock of Parent, on terms determined in good faith by Parent to have substantially the same value as directors and the Required Holders value of such option. The Merger Agreement further provides that at or prior to the Effective Time, the Company shall use its reasonable best efforts to cause each holder of the Warrants that are then outstanding to be exercised for Shares. At the Effective Time, proper provision shall be made for discharging all obligations under all outstanding unexercised Warrants by providing that each holder of a Warrant shall be entitled to nominate one solely receive, in consideration for the exercise and cancellation of such Warrant, an amount in cash equal to the product of (1x) individual director the number of shares previously subject to such Warrant and (y) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Warrant. In addition, at or director nomineeprior to the Effective Time, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in with the Certificate prior consent of Designation (collectivelyParent, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination EventCompany shall give any required notice to redeem, at each Company Stockholders’ Meetingand redeem or deposit funds sufficient to redeem, or upon the taking of a written consent of stockholders for such purpose: (a) the holders all of the Series B outstanding shares of Class A Exchangeable Preferred Stock shall have the right, voting separately as a class (pursuant to the exclusion terms of all other classes or series ASAA International, Inc.'s (the issuer of such stock and a wholly-owned subsidiary of the Company’s capital stock)) Certificate of Incorporation. At or prior to the Effective Time, with the prior consent of Buyer, the Company shall give any required notice to elect redeem, and redeem or deposit funds sufficient to redeem all of the Series B Preferred Directors, as provided Exchangeable Notes pursuant to the terms thereof. Stockholder Meeting. The Merger Agreement provides that unless Purchaser acquires at least 90% of the outstanding Shares in the Certificate Offer, if required by applicable law, the Company shall cause a special meeting of Designationthe Company's stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as reasonably practicable after the purchase of Shares pursuant to the Offer for the purpose of acting upon proposals to approve the Merger Agreement and the transactions contemplated thereby. At the Company Stockholder Meeting, Parent shall cause all the shares of the Company then owned by Parent and the Purchaser and any of their subsidiaries or affiliates to be voted in favor of the Merger. If the Purchaser acquires at least 90% of the outstanding Shares of the Company in the Offer, the Parent shall cause the Merger to be effected without a vote of the Company's stockholders in accordance with the provisions of Delaware Law. Representations and Warranties. The Merger Agreement contains various representations and warranties of the parties thereto. These include representations and warranties by the Company with respect to (bi) due incorporation, existence, good standing, corporate power and authority or qualifications of the remaining two Company and subsidiaries of the Company; (2ii) directors capitalization of the Company, each including the number of whom shall be independent under applicable Nasdaq shares of capital stock of the Company outstanding, the number of shares reserved for issuance on the exercise of options and SEC rulessimilar rights to purchase shares; (iii) the authorization, shall be elected execution, and delivery of the Merger Agreement and the consummation of transactions contemplated thereby, and the validity and enforceability thereof; (iv) subject to certain exceptions, the absence of consents and approvals necessary for consummation by the holders Company of Voting Securitiesthe Merger, voting together and the absence, except as disclosed, of any violations, breaches or defaults which would result from compliance by the Company with any provision of the Merger Agreement; (v) compliance with the Securities Act and the Exchange Act, in connection with the Company SEC Reports (as defined in the Merger Agreement) filed by the Company with the Commission; (vi) compliance with the Exchange Act of the Company Disclosure Documents (as defined in the Merger Agreement), including the Schedule 14D-9; (vii) the absence of certain changes which would constitute a change or effect that is or would be materially adverse to the business, results of operations or financial condition of the Company and its subsidiaries taken as a single class on an as-converted whole ("Company Material Adverse Effect") and the Company's conduct of business in the ordinary course of business consistent with past practices; (vii) except as disclosed, the absence of pending litigation or violation of any law by the Company which is reasonably likely to Common Stock basis (have a Company Material Adverse Effect or which seeks to, or is reasonably likely to delay or prevent the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 consummation of the Certificate Offer or the Merger; (viii) certain employee benefit and ERISA matters; (ix) certain tax matters; (x) certain environmental matters; (xi) receipt of Designation may be removed at any timea financial opinion of DLJ; (xii) certain matters relating to affiliate transactions; (xiii) certain labor matters and (xiv) certain matters related to real property. Parent and the Purchaser have also made certain representations and warranties, including with respect to (i) due incorporation, existence, good standing, corporate power and authority or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, qualifications of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.and

Board Representation. (a) Until The Company will, within ten days following the occurrence execution of this Agreement, cause Xxxxx X. Xxxxxxxxx to be elected to the Company's Board of Directors in the class of directors with a term expiring at the annual meeting of the Company's shareholders to be held in 2000, and if Xx. Xxxxxxxxx (or, if any additional director is elected to the Company's Board of Directors pursuant to the next two sentences prior to the annual meeting of the Company's shareholders to be held in 1999, such additional director) is not elected as a director at the annual meeting of the Company's shareholders to be held in 1999, then the Company will promptly after such meeting cause Xx. Xxxxxxxxx (and such additional director, if applicable) to be elected to the Company's Board of Directors in such class of directors. At any time prior to March 1, 2000, Xx. Xxxxxxxxx may serve notice on the Company to the effect that the Shareholders desire to cause the election of an Investor Rights Termination Eventadditional member to the Company's Board of Directors, which notice shall specify three individuals who are qualified to serve as members of the Company's Board of Directors and who are neither affiliates nor associates of any of the Shareholders (and who shall agree to resign as a member of the Board of Directors of the Company and NewCo (as defined below) if required by the terms of this Agreement and the NewCo Agreement (as defined below)). In such event, the Company will, within 20 days following receipt of such notice, cause one of such individuals to be elected to the Company's Board of Directors, with a term coincident with Xx. Xxxxxxxxx'x term as a member of the Company's Board of Directors. If during the term of this Agreement the Company effects a spin-off or similar distribution to its shareholders of its Color Printing and Imaging Products business (such newly formed spun-off or distributed entity, "NewCo"), then (i) there immediately prior to consummation of such spin-off or other distribution and subject to the entering into of a shareholder agreement among NewCo and the Shareholders on terms substantially identical to the terms of this Agreement (the "NewCo Agreement"), the Company will cause Xx. Xxxxxxxxx to be elected to NewCo's Board of Directors, with a term ending on the expiration of such shareholder agreement (and, if an additional director shall be five (5) directors of elected to the Company, except as otherwise agreed to by Phoenix and the Required Holders or 's Board of Directors as provided in above, such additional director shall be elected to NewCo's Board of Directors at the Certificate later of Designation; and Xx. Xxxxxxxxx'x election to NewCo's Board of Directors or such additional director's election to the Company's Board of Directors, with a term coincident with Xx. Xxxxxxxxx'x term as a member of NewCo's Board of Directors) And (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors NewCo and the Required Holders Shareholders shall be entitled enter into the Newco Agreement prior to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)effecting such transaction. (b) Until If the occurrence of an Investor Rights Termination EventCompany elects not to nominate Xx. Xxxxxxxxx (and, at each Company Stockholders’ Meetingif applicable, or upon the taking of a written consent of stockholders for such purpose: additional director referred to in paragraph (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (this Section 4) for reelection to the exclusion Company's Board of all other classes or series Directors at the annual meeting of the Company’s capital stock), 's shareholders to elect be held in 2000 or the Series B Preferred Directors, Company's Board of Directors determines that it does not wish Xx. Xxxxxxxxx (or such additional director) to continue as provided in a member thereof following the Certificate of Designation, and (b) the remaining two (2) directors annual meeting of the Company's shareholders to be held in 2000, each the Company shall serve notice on Xx. Xxxxxxxxx to such effect at least 20 days prior to the last day on which shareholders of whom shall be independent the Company are entitled to give notice to the Company with respect to such meeting under applicable Nasdaq the provisions of the Company's By-laws relating to shareholder nomination of directors. In the event that such notice is given, Xx. Xxxxxxxxx (and SEC rulesany such additional director) may, shall be elected at his election, serve written notice of his resignation as a member of the Company's Board of Directors (to take effect immediately upon receipt of such notice by the holders Company), and if for any reason Xx. Xxxxxxxxx (or any such additional director) is a member of Voting Securities, voting together the Company's Board of Directors immediately following the annual meeting of the Company's shareholders to be held in 2000 other than as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director result of such person having been elected pursuant to Section 2 as a member of the Certificate Company's Board of Designation may be removed Directors at any timesuch annual meeting, with or without cause by, and only by, the affirmative vote, given at then such person shall immediately resign as a meeting or by written consent, member of the holder(s) who designated or nominated Company's Board of Directors. If Xx. Xxxxxxxxx and any such director. The Remaining Directors may be removed at any time, with or without cause by additional director resign following the affirmative vote, given at a meeting or by written consent, giving of the holders of the Voting Securities, voting together as a single class on an as-converted notice referred to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs above and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided prior to the other memberstermination of this Agreement, then immediately upon the effectiveness of such resignations all provisions of this Agreement shall cease and be of no further force and effect, except that the Ownership Cap Provision shall remain in full force and effect for 30 days following the date of effectiveness of such resignations.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors Following the Closing and for so long as Vivo Beneficially Owns at least 4.5% of the Company’s outstanding Voting Securities, except as otherwise agreed to by Phoenix and Vivo shall have the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled right to nominate one individual for election to the Board (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectivelysuch individual, the “Series B Preferred DirectorsVivo Nominee”). (bii) Until In the occurrence of an Investor Rights Termination Eventevent that Vivo is no longer entitled to nominate a director to the Board pursuant to Section 2.1(a)(i) above, at each Company Stockholders’ MeetingVivo shall promptly cause the then-serving Vivo Director to immediately resign. If any such director is unwilling to resign, or upon Vivo will take all such actions as are necessary to cause the taking of a written consent of stockholders for such purpose: (a) the holders removal of the Series B Preferred Stock director, including voting (or causing to be voted) all of the Voting Securities Beneficially Owned by it in favor of such removal. (iii) For so long as Vivo has the right to nominate a Vivo Nominee for election pursuant to Section 2.1(a)(i), in connection with each election of directors, subject to Section 2.1(a)(v), the Company shall nominate such Vivo Nominee for election as a director as part of the management slate that is included in the proxy statement of the Company relating to the election of directors. (iv) In the event that any Vivo Director shall cease to serve as a director for any reason (other than the resignation or removal of such director as a result of Vivo not having the right to nominate a director pursuant to Section 2.1(a)(i)), subject to Section 2.1(a)(v), Vivo shall have the rightright to designate another Vivo Nominee to fill the vacancy resulting therefrom. For the avoidance of doubt, voting separately as a class (to it is understood that the exclusion of all other classes or series failure of the Company’s capital stock), stockholders of the Company to elect any Vivo Nominee shall not affect the Series B Preferred Directors, as provided right of Vivo to designate a Vivo Nominee for election pursuant to Section 2.1(a)(i) in the Certificate connection with any future election of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (cv) Any Series B Preferred Director elected Notwithstanding the foregoing, as a condition to any Vivo Nominee’s appointment to the Board and nomination for election as a director of the Company at the Company’s annual meetings of stockholders: (A) Vivo and such Vivo Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company, with respect to Vivo, its Affiliates and the applicable Vivo Nominee, in each case, to the same extent as all other directors of the Company; (B) such Vivo Nominee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company; (C) no Disqualification Event shall be applicable to such Vivo Nomine except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable; (D) such Vivo Nominee shall be reasonably acceptable to the Nominating and Governance Committee of the Board; and (E) such Vivo Nominee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any Vivo Nominee relative to all other directors (provided that, for the avoidance of doubt, no Vivo Nominee shall be required to qualify as an independent director under applicable stock exchange rules or securities laws and regulations). The Company will make all information requests pursuant to this Section 2 2.1(a)(v) in good faith in a timely manner that allows Vivo and the Vivo Nominee a reasonable amount of the Certificate of Designation may be removed at any time, with or without cause bytime to provide such information, and only by, will cooperate in good faith with Vivo and the affirmative vote, given at a meeting or by written consent, of Vivo Nominee in connection with their efforts to provide the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisrequested information. (dvi) The Series B Preferred Directors shall be entitled Vivo hereby covenants and agrees (A) not to reimbursement from designate or participate in the Company for all costs and expenses designation of any director designee who, to Vivo’s knowledge, is a Disqualified Designee, (B) that in attending the event Vivo becomes aware that any meetings of the Board individual previously designated by Vivo is or has become a Disqualified Designee or that a Disqualification Event has become applicable to Vivo or any committee thereofof its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as provided in the Certificate of Designation. The Company to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, then Vivo shall notify the Series B Preferred Directors of all regular Company promptly in writing and special meetings of as promptly as practicable Vivo shall take such actions as are necessary to remove any such Disqualified Designee from the Board and any committee of the Board of which any of the Series B Preferred Directors designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is a member. The Company shall provide Vivo Director, Vivo will comply with the Series B Preferred Directors Company’s xxxxxxx xxxxxxx policy as currently in effect with copies of all notices, minutes, consents and other materials provided such changes thereto (or such successor policies) as are applicable to all other stockholders of the Company that have rights to designate or nominate members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. (a) Until On or prior to the occurrence of an Investor Rights Termination Eventdate hereof, the Board shall adopt resolutions that (i) there shall be five increase the number of natural persons that constitute the whole Board by one (51) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; person and (ii) Phoenix shall be entitled fill the vacancy created by virtue of such increase in the size of the Board with an individual designated by the Purchaser, in each case pursuant to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineeTriangle Organizational Documents, who shall be independent under applicable Nasdaq must in the reasonable judgment of Triangle, (A) qualify as an Independent Director, (B) have the requisite skill and SEC rules, experience to serve as a directordirector of a publicly traded company, (C) not be prohibited or disqualified from serving as provided a director of Triangle pursuant to the Triangle Bylaws (as in effect as of the Certificate date hereof or as amended in accordance with Section 4.02) or any rule or regulation of Designation the Commission, NYSE MKT (collectivelyor any other principal stock exchange or market upon which the Common Stock may trade) or by applicable Law and (D) otherwise be reasonably acceptable to Triangle (the “Designated Director,” which such Designated Director shall initially be Rxx X. Xxxxx). The Purchaser shall, and shall cause the Designated Director to, timely provide Triangle with accurate and complete information relating to the Purchaser and the Designated Director that may be required to be disclosed by Triangle under the Exchange Act. In addition, at Triangle’s request, the “Series B Preferred Directors”)Purchaser shall cause the Designated Director to complete and execute Triangle’s Standard Director and Officer Questionnaire and provide such other information as Triangle may reasonably request prior to being admitted to the Board or standing for reelection at an annual meeting of Stockholders or at such other time as may be requested by Triangle. (b) Until the occurrence of an Investor Rights Termination EventThe Designated Director will hold office until his or her term expires and such Designated Director’s successor has been duly elected and qualified or until such Designated Director’s earlier death, at each Company Stockholders’ Meeting, resignation or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)removal. (c) Any Series B Preferred Director elected pursuant In order to designate an individual for appointment to the Board, the Purchaser must submit to Triangle a written notice in accordance with the notice provisions set forth in Section 2 7.07 of the Certificate Purchase Agreement, which notice shall include (i) the name, age, business address and residence address of Designation may be removed at any timesuch designee, with or without cause by, (ii) a current resume and only by, the affirmative vote, given at curriculum vitae of such designee and (iii) a meeting or by written consent, of the holder(s) who designated or nominated statement describing such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisdesignee’s qualifications. (d) The Series B Preferred Directors Prior to a Termination Event: (i) in connection with each annual meeting of Stockholders, and subject to the conditions of Section 2.01(a) of this Agreement, Triangle shall be entitled nominate the Designated Director for reelection to reimbursement from the Company for Board and shall take all costs reasonable and expenses lawful actions necessary or advisable to cause the Board to recommend that the Stockholders vote “FOR” the election of the Designated Director; (ii) promptly following any annual meeting of Stockholders at which the Designated Director is not elected to the Board, and subject to the provisions of Section 2.01(a) of this Agreement, the Board shall adopt resolutions that (A) increase the number of natural persons that constitute the whole Board by one (1) person and (B) fill the vacancy created by virtue of such increase in attending any meetings the size of the Board or with the Designated Director; and if the Board is prevented by Section 3.1 of the Triangle Bylaws from complying with clause (A) of this Section 2.01(d)(ii), the Board shall amend the Triangle Bylaws as necessary to permit the Board to comply with clause (A) of this Section 2.01(d)(ii); (iii) any committee thereofDesignated Director may be removed pursuant to Section 3.6 of the Triangle Bylaws, and any vacancy created by such removal shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 2.01(a) of this Agreement, shall become the Designated Director; (iv) upon written notice from Triangle to the Purchaser that a Resignation Event has occurred, which notice shall set forth in reasonable detail the facts and circumstances constituting the Resignation Event, the Purchaser will cause the Designated Director then serving as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings a member of the Board and any committee to resign as a member of the Board within two (2) Business Days of which such written notice; and (v) any vacancy caused by the death, disability or resignation of the Series B Preferred Directors is Designated Director shall be filled by the Board with an individual designated by the Purchaser who, subject to the conditions of Section 2.01(a) of this Agreement, shall become the Designated Director. (e) Any action by the Purchaser to designate or replace the Designated Director shall be evidenced in writing furnished to Triangle and shall be signed by or on behalf of the Purchaser. (f) Prior to designating a member. The Company Designated Director, the Purchaser shall provide enter into a written agreement in a form reasonably satisfactory to Triangle with the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided Designated Director whereby such Designated Director agrees to all other members resign as a member of the Board concurrently upon a Resignation Event, a Termination Event or at the Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such materials are provided an agreement is in the best interest of Triangle and the Purchaser, and that Triangle shall be a third party beneficiary of the terms and conditions of such an agreement, and Triangle shall have the right to enforce such an agreement to the same extent as the parties thereto. (g) Triangle shall not take any action that would lessen, restrict, prevent or otherwise have an adverse effect upon the foregoing rights of the Purchaser to Board representation, including by nominating more directors for election to the Board than the number of directors constituting the full Board; provided, however, that Triangle shall not be prohibited from taking such action that the Board determines (i) may be necessary to (A) comply with any rule or regulation of the Commission or NYSE MKT (or any other membersprincipal stock exchange or market upon which the Common Stock may trade) or (B) comply with applicable Law or (ii) is required to comply with the provisions of the Triangle Organizational Documents.

Board Representation. (a) Until So long as the occurrence sum of the number of Ordinary Shares and the number of Ordinary Shares into which the then outstanding Note may be converted, in each case, beneficially owned by the Investor, together with its Subsidiaries, is at least 5,057,952 Ordinary Shares, subject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction of the Company made in respect of any Ordinary Shares, the Investor shall be entitled to designate one (1) director to the Board of the Company (such director, or such other individual who may be designated by the Investor from time to time, the “Investor Director”), and the Company shall arrange for the appointment or election of such Investor Director to the Board as soon as practicable after the Investor notifies the Company of its designation of the Investor Director and following receipt by the Company of all documentation requested by the Company reasonably required for the appointment of the Investor Director but in no event later than thirty (30) days after the receipt of such notification, including convening a meeting of the Board or obtaining resolutions in writing signed by all directors pursuant to the Constitution and appointing such Investor Director to the Board, who shall hold such office until the next annual general meeting in accordance with the Company’s Constitution and shall be re-appointed by the Company for election at such meeting in accordance with Section 2.01(e) below, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix using best efforts to ensure, and to the extent permitted by Applicable Law and the Company’s Constitution, recommending to the Shareholders, the election of such Investor Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the Investor Director, (iii) including such nomination regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the Investor Director; provided, however, that the Investor Director candidate shall be entitled subject to nominate two (2) individual directors or director nominees the approval of the Board, which approval shall not be unreasonably withheld, and further subject to serve as directors the election by the Shareholders of the Company to the extent required by Applicable Law and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Company’s Constitution. (b) Until The Investor Directors shall be entitled to be nominated or appointed to the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders compensation committee of the Series B Preferred Stock shall have the rightBoard, voting separately as a class (subject to the exclusion of all other classes or series approval of the Company’s capital stock)Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom which approval shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)unreasonably withheld. (c) Any Series B Preferred The nomination and appointment right under this Section 2.01 will be subject to the Investor Director elected pursuant satisfying the Company’s Board Qualifications (as defined in Section 2.01(f)). In the event of (i) any failure by the Investor Director to Section 2 satisfy the Board Qualifications, (ii) any removal of the Certificate of Designation may be removed at any time, Investor Director (with or without cause bycause) pursuant to Applicable Law or the Company’s Constitution, (iii) the death, disability, retirement or resignation of the Investor Director (or any other vacancy created by removal thereof by or at the direction of the Investor), or (iv) the failure of the Investor Director to be elected at the annual general meeting or other meetings of the Shareholders, if applicable, the Investor shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and only bythe Company shall promptly arrange for the appointment or election of such individual to its Board (who shall, following such appointment or election, be the affirmative voteInvestor Director for purposes of this Agreement); provided, given at a meeting or by written consenthowever, that the Investor Director candidate thus designated shall satisfy the Board Qualifications, and shall be subject to the approval of the holder(s) who designated or nominated such director. The Remaining Directors may Board, which approval shall not be removed at any timeunreasonably withheld, with or without cause and further subject to the election by the affirmative vote, given at a meeting or by written consent, Shareholders of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors Any Investor Director duly elected to the Board shall: (i) agree to hold in confidence all information provided (provided that the Investor Director shall not be entitled restricted in any confidential communications or discussions with or the confidential provision of information to reimbursement from the Company Investor and its Subsidiaries and their respective directors, officers, employees, accountants, agents, counsel and other representatives who are subject to the same confidentiality obligations as set forth herein), and (ii) be subject to the Company’s bylaws, charters, guidelines, codes of conduct, policies and procedures and Applicable Laws governing the fiduciary responsibilities of directors to the same degree as other members of the Board, and may be removed for all costs and expenses in attending cause under Applicable Law. (e) At any meetings meeting of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the Investor Director is up for re-appointment or re-election to the Board, as provided in the Certificate of Designation. The Company shall notify re-appoint the Series B Preferred Directors of all regular and special meetings of Investor Director to serve on the Board and any committee of shall use commercially reasonable efforts to ensure that the Board of which any of Investor Director is re-elected by the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.Shareholders to

Board Representation. (a) Until The Board of Directors shall elect the occurrence CEO to the Board of an Investor Rights Termination Event, (i) there Directors effective not later than the Closing Date. The CEO shall be five (5) directors included as a director in Class III. So long as the CEO serves as chief executive officer of the Company, except as otherwise agreed to by Phoenix and at each annual meeting of the Required Holders or as provided in stockholders of the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual Company at which Class III directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectivelyare up for election, the “Series B Preferred Directors”)Board of Directors or the Nominating Committee thereof shall include the CEO for election to such class of directors at such annual meeting. If the Board of Directors shall cease to be a classified board, the Board of Directors or the Nominating Committee thereof shall include the CEO for election to the Board of Directors at each annual meeting of stockholders of the Company for so long as the CEO serves as chief executive officer of the Company. (b) Until The Company shall cause the occurrence CEO to be included in the slate of an Investor Rights Termination Event, nominees recommended by the Board of Directors to the Company's stockholders for election as directors at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders annual meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series stockholders of the Company’s capital stock), to elect the Series B Preferred Directors, Company as provided in the Certificate of Designationis required by Section 5.02(a) hereof, and (b) shall use its best efforts to cause the remaining two (2) directors election of the CompanyCEO, each including soliciting proxies in favor of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders election of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)CEO. (c) Any Series B Preferred Director elected The Board of Directors shall, subject to Section 5.02(g) hereof, elect four nominees designated in writing by the Investor prior to the Closing (such persons, or replacements designated by the Investor, the "Investor Nominees"), to the Board of Directors effective as of the Closing Date in Class I and Class II as specified by the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Company thereafter, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof a number of nominees for election to the class of directors up for election to the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to present to the Board of Directors or the Nominating Committee thereof four nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, disability, resignation or removal of an Investor Nominee (other than pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by5.02(e) hereof), the affirmative vote, given at Investor shall designate a meeting or by written consent, of the holder(s) who designated or nominated replacement for such director. The Remaining Directors may , which replacement the Company shall cause to be removed at any timeelected to the Board of Directors, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted subject to Common Stock basisSection 5.02(g) hereof. (d) The Series B Preferred Subject to Section 5.02(g) hereof, the Company shall cause each Investor Nominee designated for election to the Board of Directors pursuant to the second sentence of Section 5.02(c) hereof to be included in the slate of nominees recommended by the Board of Directors to the stockholders of the Company for election as directors at the relevant annual meeting of the stockholders, and shall use its reasonable best efforts to cause the election of each such nominee, including soliciting proxies in favor of the election of such person. (e) Notwithstanding the foregoing provisions of this Section 5.02, the total number of Investor Nominees the Investor is entitled to designate for election to the Board of Directors shall be entitled reduced to reimbursement from (i) three, in the Company for all costs event that the Investor and expenses its Affiliates Beneficially Own, in attending any meetings the aggregate, at least 60%, but less than 80%, of the Board or any committee thereof, as provided in the Certificate Original Number of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.Warrant

Board Representation. (a) Until For so long as the occurrence of an Strategic Investor’s Percentage is at least 8%, the Strategic Investor Rights Termination Event, (i) there shall be five entitled (5but not required) directors to designate one individual (the “Strategic Investor’s Designee”) to be appointed to the Board and the Board shall (within ten Business Days after receiving such notice from the Strategic Investor) take all reasonably practicable action (including, to the extent permitted without obtaining approval of the Shareholders, by amending the organizational documents of the Company, except as otherwise agreed if necessary, or increasing the size of the Board) to by Phoenix and cause the Required Holders or as provided in Strategic Investor’s Designee to be appointed to the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees Board to serve as a member of the Board for a term expiring not earlier than the Company’s next annual meeting of Shareholders at which directors of the Company are to be elected, provided that such Strategic Investor’s Designee consents in writing to serve as a director and is, and remains, eligible under the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent Act and under applicable Nasdaq and SEC rules, the rules of the CSE to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until For so long as the occurrence of an Investor Rights Termination EventStrategic Investor’s Percentage is at least 8%, the Company shall nominate and cause the Strategic Investor’s Designee to be included as a nominee proposed by the Company to the Shareholders for election as a director at each Company Stockholders’ Meeting, or upon the taking meeting of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Shareholders at which directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall Company are to be elected by following the holders appointment of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Strategic Investor’s Designee. (c) Any Series B Preferred Director elected pursuant The Company shall nominate and use commercially reasonable efforts to Section 2 cause the election of the Certificate Strategic Investor’s Designee (which shall include, (i) subject to applicable Laws, including in any management information circular used by the Company to solicit the vote of Designation may be removed at its Shareholders in connection with any timesuch meeting, with or without cause bythe recommendation of the Board that Shareholders vote in favour of the director nominated by the Company and (ii) soliciting and obtaining proxies in favour of, and only byotherwise supporting the election of, such Strategic Investor’s Designee at the affirmative voteapplicable meeting of Shareholders, given each in a manner no less favourable than the manner in which the Company supports its other nominees for election at a the applicable meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisShareholders). (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors Strategic Investor in writing promptly upon determining the date of any meeting of Shareholders at which directors of the Company are to be elected and the Strategic Investor shall advise the Company and the Board of the name of the Strategic Investor’s Designee, if any, within ten Business Days after receiving such notice. (e) If the Strategic Investor does not advise the Company and the Board of the Strategic Investor’s Designee or does not advise the Company that it wishes to decline to designate a Strategic Investor’s Designee for nomination for election at the relevant meeting of Shareholders within the time set forth in Section 4.1(d), then the Strategic Investor will be deemed to have designated its incumbent designee, if any, for nomination for election at the relevant meeting of Shareholders. (f) If a Strategic Investor’s Designee is not elected by Shareholders or ceases to hold office as a director of the Company for any reason, the Strategic Investor shall be entitled (but not required) to designate an individual to replace such Strategic Investor’s Designee and the Company shall promptly take all regular steps as may be necessary to cause the Board to appoint as soon as practicable such individual to the Board to replace the Strategic Investor’s Designee who has not been elected or ceased to hold office, provided that such Strategic Investor’s Designee consents in writing to serve as a director and special is, and remains, eligible under the Act and under the rules of the CSE to serve as a director. (g) For so long as the Strategic Investor’s Designee serves as a member of the Board, the Strategic Investor’s Designee shall be eligible to serve on any committee of the Board, provided that the Strategic Investor’s Designee satisfies the eligibility criteria for such committee as reasonably determined by the Board or an authorized committee thereof from time to time, the rules of the CSE and applicable corporate laws and Securities Laws. (h) The Company covenants that all Board meetings of and Board committee meetings will be held in English and all Board minutes, committee minutes, notices and related correspondence will be written in English. (i) Each Strategic Investor Nominee shall be compensated for the Strategic Investor’s Designee service on the Board and any committee thereof consistent with the Company’s policies for director compensation, provided that any full-time employee of the Board of which Strategic Investor or any of its Affiliates who serves as a Strategic Investor’s Designee shall not be entitled to any salary or compensation from the Series B Preferred Directors is Company for the Strategic Investor’s Designee’s services. Each Strategic Investor’s Designee shall be reimbursed for all reasonable expenses related to such service on the Board consistent with the Company’s policies for director reimbursement. If the Company adopts a member. policy that directors own a minimum amount of equity in the Company, the Strategic Investor’s Designee shall not be subject to such policy. (j) The Company shall at all times provide the Series B Preferred Directors Strategic Investor’s Designee (in his or her capacity as a member of the Board) with copies of all notices, minutes, consents the same rights to indemnification and other materials provided exculpation that it provides to all the other members of the Board concurrently as such materials are provided Board. The Company has obtained and shall maintain customary director liability insurance (taking into account, to the extent applicable, the size of the Company, the fact that the Company’s securities are publicly traded and the business in which the Company operates). (k) Subject to Section 4.17 and applicable Law, each Strategic Investor’s Designee shall be permitted to disclose non-privileged information about the Company that the Strategic Investor’s Designee receives as a result of being a director of the Company or Board Observer to the Strategic Investor, its Affiliates and their respective Representatives solely for the purposes of monitoring, administering or managing the Strategic Investor’s investment in the Company and advising the Strategic Investor’s Designee in the Strategic Investor’s Designee’s capacity as a director of the Company or Board Observer and for no other memberspurpose; provided that the recipient of such disclosure is directed to keep confidential and not disclose any Confidential Information in accordance with Section 4.17. The Strategic Investor shall be liable to the Company for any breach of this Section 4.1(k) by any of the foregoing Persons as if such Person were an original party hereto.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, If: (i) there shall be five (5) directors the Plan of Arrangement is not completed in accordance with the terms of the CompanyArrangement Agreement on or before August 31, except as otherwise agreed to by Phoenix and 2016, or the Required Holders or as provided in Subscriber determines, acting reasonably, that the Certificate Plan of Designation; Arrangement will not be completed, and (ii) Phoenix the Subscriber beneficially owns at least ten percent of the total issued and outstanding Common Shares (calculated on a non-diluted basis): (a) the Subscriber shall be entitled to designate one individual (the “Nominee”) for election or appointment to the board of directors of the Corporation (the “Board”) from time to time, and such Nominee shall meet the individual qualification requirements for directors under applicable laws; (b) the Corporation shall take all steps as may be necessary to appoint the Nominee to the Board, as soon as reasonably possible after the Subscriber indicates its desire to nominate a person as the Nominee; (c) at the first annual meeting of shareholders of the Corporation following the end of the initial term of the Nominee at which directors of the Corporation are to be elected, and at each meeting of shareholders of the Corporation thereafter at which directors are to be elected, the Corporation shall cause the Nominee to be included in the slate of nominees proposed by the Corporation to the shareholders of the Corporation for election as directors, and shall use commercially reasonable efforts to cause the election of such Nominee to the Board; (d) the Corporation shall notify in writing the Subscriber at least 30 days before publicly filing the management information circular in respect of any meeting of the shareholders of the Corporation at which directors of the Corporation are to be elected and the Subscriber shall advise the Corporation and the Board of the Nominee within 15 days after receiving such notice; (e) if the Subscriber does not advise the Board of the name of the Nominee within the time set forth in Section 10(d), then the Subscriber shall be deemed to have designated its incumbent nominee for nomination for election at the relevant meeting of shareholders; (f) if the Nominee ceases to hold office as a director of the Corporation, for any reason, the Subscriber shall be entitled to nominate two a replacement Nominee and the Corporation shall promptly take all steps as may be necessary to appoint such replacement Nominee to the Board; (2g) individual directors or director nominees so long as a Nominee serves as a member of the Board, such Nominee shall be eligible to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board, provided that such Nominee satisfies the eligibility criteria for such committee and the Board of which any has approved of the Series B Preferred Directors is Nominee serving as a member. The Company member of such committee; and (h) the Nominee shall provide be provided with equivalent directors’ insurance and indemnification as the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersBoard.

Board Representation. (a) Until The Company, Lambda and the occurrence Covered Holders shall take such corporate actions as may be required to ensure that the number of an Investor Rights Termination Eventdirectors constituting the Board is at all times no greater than seven (7) or such greater number as Lambda shall have agreed to in writing, (i) there shall be five (5) directors provided, that a unanimous written consent of the CompanyBoard, except as otherwise agreed including the consent of the Lambda Nominees, shall constitute a writing for such purposes, and provided further, that a writing shall not be required if a majority of the directors on the Board approve a resolution at a Board meeting to by Phoenix increase the size of the Board and the Required Holders or as provided Lambda Nominees vote in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)majority. (b) Until Lambda shall be entitled to (i) nominate the occurrence of an Investor Rights Termination EventLambda Nominees to the Board to serve as directors until their respective successor(s) are elected and qualified, at (ii) nominate each Company Stockholders’ Meetingsuccessor to the Lambda Nominees, or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock provided that any successor shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationreasonably appropriate experience and background, and (biii) direct the remaining two removal from the Board of any director nominated under the foregoing clauses (2i) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis or (the “Remaining Directors”ii). (c) Any Series B Preferred Director elected pursuant Each nomination or any direction to Section 2 remove from the Board any Lambda Nominee shall be made by delivering to the Company a notice signed by Lambda. As promptly as practicable, but in any event within ten (10) days after delivery of such notice, the Certificate of Designation Company shall take or cause to be taken such corporate actions as may be removed at any time, with reasonably required to cause the election or without cause by, and only by, the affirmative vote, given at removal proposed in such notice. Such corporate actions may include calling a meeting or by soliciting a written consent, consent of the holder(s) who designated Board, or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at calling a meeting or by soliciting a written consent, consent of the holders stockholders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred Directors shall be entitled to reimbursement from Upon the written request of Lambda, the Company for and each Covered Holder shall take such actions as may be reasonably required to cause the persons then serving on the Board based on the nomination of Lambda to be appointed to the board of directors (or similar governing body) of all costs direct and expenses in attending any meetings indirect subsidiaries of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersCompany.

Board Representation. (a) Until Subject to Sections 2.6 and 5.6(c), effective as of the occurrence Closing, the Board shall be comprised of an Investor Rights Termination Event, nine (9) Directors of whom: (i) there four (4) shall be five (5) directors designees of the CompanyKKR Investor (such persons, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and “KKR Investor Designees”); (ii) Phoenix four (4) shall be entitled to nominate two designees of the DLJMB Funds (2such persons, the “DLJMB Funds Designees”, and together with the KKR Investor Designees, the “Institutional Stockholder Designees); (iii) individual directors or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1) individual director or director nomineedesignee shall be the Chief Executive Officer of the Company in office from time to time (the “CEO Designee”), who shall initially be independent under applicable Nasdaq and SEC rules, to serve as a director, as Mxxx Xxxxxx; provided that each time an Institutional Stockholder together with its Affiliates acquires shares of Common Stock (either in one or multiple acquisitions or Transfers) that in the Certificate aggregate result in the Institutional Stockholder owning shares of Designation (collectivelyCommon Stock representing an additional 12.5% of the issued and outstanding shares of Common Stock, such Institutional Stockholder shall have the “Series B Preferred Directors”)right to designate an additional Director and the number of Directors shall be increased by one. Prior to the completion of an IPO, Mxxx Xxxxxx shall be the Chairman of the Board throughout his tenure as Chief Executive Officer of the Company; provided that the Bylaws shall at all times during Mxxx Xxxxxx’x tenure as Chief Executive Officer and Chairman provide that each and any Director shall have the authority to call a special meeting of each of the Board and the Stockholders. (b) Until The Company and the occurrence Institutional Stockholders shall take such action as may be required under applicable law to cause the Board to consist of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking number of a written consent of stockholders for such purpose: Directors specified in clause (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant The Company agrees to Section 2 include in the slate of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause nominees recommended by the affirmative voteBoard the Institutional Stockholder Designees and the CEO Designee and to use its commercially reasonable efforts to cause the election of each such designee to the Board, given at a meeting or by written consent, of the holders of the Voting Securities, voting together including nominating such individuals to be elected as a single class on an as-converted to Common Stock basisDirectors as provided herein. (d) The Series B Preferred In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director designated pursuant to clause (i) or (ii) of Section 2.1(a), the remaining Directors and the Company shall cause the vacancy created thereby to be filled by a new designee of the Institutional Stockholder who designated such Director as soon as possible, and the Company hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. (e) Each of the Institutional Stockholders agrees to vote, or act by written consent with respect to, any shares of Voting Common Stock beneficially owned by it, at each annual or special meeting of stockholders of the Company at which Directors are to be elected or to take all actions by written consent in lieu of any such meeting as are necessary, to cause the Institutional Stockholder Designees and the CEO Designee to be elected to the Board. Each of the Institutional Stockholders agrees to use its commercially reasonable efforts to cause the election of each such designee to the Board, including nominating such individuals to be elected as Directors. In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of any Director designated pursuant to clause (i), (ii) or (iii) of Section 2.1(a) and the remaining Directors pursuant to Section 2.1(d) have caused the vacancy created thereby to be filled by a new designee of the applicable Institutional Stockholder, then in such case the other Institutional Stockholder hereby agrees to take, at any time and from time to time, all actions necessary to accomplish the same. Upon the written request of any Institutional Stockholder, the other Institutional Stockholder shall vote, or act by written consent with respect to, all shares of Voting Common Stock beneficially owned by him or it and otherwise take or cause to be taken all actions necessary to remove any Director designated by such Institutional Stockholder and to elect any replacement Director designated as provided in this Section 2.1(e). Unless any Institutional Stockholder shall otherwise request in writing, no other Institutional Stockholder shall take any action to cause the removal of any Directors designated by such Institutional Stockholder. (f) In the event an Institutional Stockholder shall cease to have the right to designate a Director in accordance with Section 2.6, the designees of such Institutional Stockholder selected by such Institutional Stockholder shall resign and the Directors remaining in office shall decrease the size of the Board to eliminate such vacancy and no consent under Section 2.3(a) shall be entitled to reimbursement from required in connection with such decrease. (g) The Company shall reimburse each Institutional Stockholder Designee and the Company CEO Designee for all costs and their reasonable out-of-pocket expenses in incurred by them for the purpose of attending any meetings of the Board or the boards of directors of any committee Subsidiary of the Company or any committees thereof. (h) In the event that any Institutional Stockholder shall have a designee or Affiliate (Mx. Xxxxxx shall not be deemed an Affiliate for this purpose) serving on the board of directors of any Subsidiary of the Company, the other Institutional Stockholder shall have the right to equal representation on such board of directors in proportion to such other Institutional Stockholder’s representation on the Board so long as provided the other Institutional Stockholder continues to have the right described in Section 2.1(a) to appoint designees to the Board. (i) The rights of an Institutional Stockholder pursuant to this Section 2.1 are personal to the Institutional Stockholder and shall not be exercised by any Transferee other than (i) any Permitted Transferee or (ii) any Transferee receiving not less than two-thirds (2/3 or 66.67%) of such Institutional Stockholder’s Original Shares. (j) An Institutional Stockholder may transfer all but not less than all of its rights under this Section 2.1 to any Transferee receiving not less than two-thirds (2/3 or 66.67%) of the Institutional Stockholder’s Original Shares and upon transfer of such rights, such Transferee shall assume any and all rights of the Institutional Stockholder under this Section 2.1, thereby divesting the Transferring Institutional Stockholder of all such rights previously held. Such Transferee shall also have the rights set forth in Section 2.3(d). Any Transferee receiving shares from the Institutional Stockholder resulting in the Certificate Transferee owning at least 10% of Designationthe then issued and outstanding shares of Common Stock on a Fully-Diluted Basis (but less than two-thirds (2/3 or 66.67% of the Institutional Stockholder’s Original Shares) shall be entitled to appoint one representative (the “Observer”) to the Board for the sole purpose of attending regularly scheduled Board meetings. The Observer shall (i) receive all notices and information that the Company shall notify distributes to the Series B Preferred Directors Board in connection with regularly scheduled meetings (but not special meetings) of all regular the Board at the same time and special meetings manner as given to the members of the Board and (ii) have the right to attend and observe in a non-voting capacity all regularly scheduled meetings (but not special meetings) of the Board; provided, however, that the Company reserves the right to exclude the Observer from access to any committee material or meeting or portion thereof if the Company believes on the advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege; and, provided further, that the Observer shall agree to maintain the confidentiality of all Company information and all proceedings of the Board of which any to the same extent as he would be required to do if he were a director of the Series B Preferred Directors is a memberCompany. The Company shall provide At any time the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members Transferee holds less than 5% of the Board concurrently as such materials are provided to issued and outstanding Common Stock of the other membersCompany on a Fully-Diluted Basis, the Transferee shall lose the foregoing rights.

Board Representation. (a) Until Commencing with the occurrence of an Investor Rights Termination Event, (i) there shall be five (5) directors first of the Companyannual, except as otherwise agreed to by Phoenix special or extraordinary meetings of shareholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of shareholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Purchaser shall be entitled to nominate two present to the Board of Directors or the nominating committee thereof one nominee (2each such person, or replacement designated by the Purchaser, a "Purchaser Nominee") individual directors for election to the Board of Directors at each such meeting of shareholders of the Company. In the event of the death, disability, resignation or director nominees removal of a Purchaser Nominee, or the failure of a Purchaser Nominee to serve as directors and the Required Holders shall be entitled qualify to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve act as a director pursuant to Section 5.9(e), the Purchaser shall designate a replacement for such director, which replacement the Company shall cause to be nominated for election to the Board of Directors at the annual, special or extraordinary meeting of shareholders of the Company the record date for which next follows the date on which such director ceased to be a director as provided in a result of his or her death, disability, resignation or removal from the Certificate Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Purchaser Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.9(a) to be included in the taking slate of a written consent nominees recommended by the Board of stockholders for such purpose: (a) Directors to the holders shareholders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationshareholders, and (b) shall use its commercially reasonable efforts to cause the remaining two (2) directors election of each such Purchaser Nominee, including soliciting proxies in favour of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.9, the Purchaser shall not be entitled to designate a Purchaser Nominee for election to the Board of Directors as of the first date on which the Purchaser no longer owns any Purchased Shares of the Company. In the event that the Purchaser shall no longer be entitled to designate Purchaser Nominees for election to the Board of Directors pursuant to this Section 2 5.9(c), the Purchaser shall cause any Purchaser Nominee then serving as a director to resign from the Board of Directors no later than the thirtieth (30th) day after the first day on which the Purchaser no longer owns any Purchased Shares of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisCompany. (d) The Series B Preferred If at any time that the Purchaser is entitled to designate a Purchaser Nominee for election to the Board of Directors no Purchaser Nominee shall then be elected and serving as a director on the Board of Directors, then until such time as a Purchaser Nominee shall be elected to serve as a director the Purchaser shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the designate one person (each such person, a "Board or any committee thereof, as provided in the Certificate of Designation. The Company Observer") who shall notify the Series B Preferred Directors of be permitted to attend all regular and special meetings of the Board and of Directors. Each Board Observer shall enter into the Company's standard form confidentiality agreement prior to acting as a Board Observer. The Company shall (i) notify each Board Observer of any committee such meeting no later than the time at which it notifies any member of the Board of which any Directors of the Series B Preferred Directors is a member. The Company shall such meeting and (ii) provide the Series B Preferred Directors with to such Board Observer copies of all notices, minutes, consents and written or other materials provided delivered to all other members of the Board concurrently of Directors. (e) The Purchaser Nominee shall, at all times, be qualified and eligible to act as such materials are provided a director pursuant to the other membersrequirements of the Canada Business Corporations Act and the Securities Laws, as applicable.

Board Representation. (a) Until The Company acknowledges and agrees that immediately after the occurrence of an Closing Date, the Investor Rights Termination Event, (ior any Permitted Assignee) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix shall be entitled to nominate two to the Board five (25) individual directors or director nominees Directors (each, an “Investor Director”) pursuant to serve as directors the Terms of Issue by virtue of holding the issued and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq outstanding Class B Shares and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Ordinary Shares. (b) Until In addition to and without prejudice to the occurrence foregoing, but subject to Applicable Law and the NASDAQ Stock Market Rules, in the event that any Independent Director(s) is to be appointed to the Board, the Investor (or any Permitted Assignee) shall be entitled to recommend a candidate or a pool of an Investor Rights Termination Eventcandidates (the “Recommended Candidate(s)”) to the Board for the purpose of such appointment, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: it being agreed that (ax) the holders Board (or a subset of the Series B Preferred Stock Board, if applicable) shall have not take steps to nominate or appoint any person other than the right, voting separately as a class (Recommended Candidate(s) to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationbe an Independent Director, and (by) the remaining two (2Independent Director appointed from the Recommended Candidate(s) directors pursuant to this sentence shall serve on each committee of the Company, each Board; provided that (A) the appointment of whom an Independent Director from the Recommended Candidate(s) shall be independent under applicable Nasdaq and SEC rulessubject to the consent of Management Directors, (B) the appointment of any Independent Director other than pursuant to this sentence shall be elected by subject to the holders consent of Voting Securitiesthe Investor Directors, voting together and (C) this sentence (other than item (B) above) shall not be in effect for (and only for) so long as a single class one (1) Independent Director appointed from the Recommended Candidate(s) pursuant to this sentence serves on an as-converted to Common Stock basis (the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant In addition to Section 2 and without prejudice to any of the Certificate foregoing, but subject to Applicable Law and the NASDAQ Stock Market Rules, a majority of Designation may be removed at any time, with or without cause by, Independent Directors must come from a pool of candidates approved of by the Management Directors and only by, the affirmative vote, given at a meeting or by written consent, majority of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisInvestor Directors. (d) The Series B Preferred Directors Subject to Applicable Law and the NASDAQ Stock Market Rules, promptly after the Closing Date, the Company shall cause the chairman of the Board to execute an irrevocable power of attorney (in form and substance reasonably acceptable to the Investor) in favor of an Investor Director (as designated by the Investor) so that that Investor Director acting alone would be entitled to reimbursement from exercise the Company for all costs and expenses in attending any meetings casting vote to which the chairman would otherwise have been entitled pursuant to Article 114 of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersConstitution.

Board Representation. (a) Until Notwithstanding the occurrence provisions of an Investor Rights Termination Eventthe Advance Notice Policy, from and after the Closing Date and for as long as the Investor’s Percentage has not fallen below 5% (calculated in accordance with Section 4.10): (i) there the Company shall take all steps necessary to appoint the Investor’s Nominee to the Board as of the Closing Time to hold office for a term expiring not earlier than the Company’s next meeting of Shareholders at which directors of the Company are to be elected; (ii) the Investor shall be five entitled to designate one individual (5the “Investor’s Nominee”) to be nominated and, if elected, to serve as a member of the Board for a term expiring not earlier than the Company’s next meeting of Shareholders at which directors of the Company are to be elected, provided that such Investor’s Nominee consents in writing to serve as a director and is eligible under the Act to serve as a director; (iii) at the first annual or other meeting of Shareholders that would result in the end of the term of the Investor’s Nominee, at which directors of the Company are to be elected, and at each meeting of Shareholders thereafter at which directors are to be elected, the Company shall nominate to the Board for election the Investor’s Nominee, along with any other nominees proposed by the Company to the Shareholders for election as directors; (iv) the Company shall recommend to Shareholders entitled to vote on the election of directors at any meeting of Shareholders that such Shareholders vote in favour of or consent to the election (or against the removal, as the case may be) of the Investor’s Nominee as a director of the Company; (v) the Company shall (i) solicit proxies in favour of the election of the Investor’s Nominee in the event the Company intends to solicit any such proxies in connection with a meeting of Shareholders, and (ii) cause all properly completed proxies received by the Company in respect of the election or removal of directors at the relevant time to be voted in the manner specified in such proxies; (vi) the Company shall notify the Investor in writing promptly upon determining the date of any meeting of the Shareholders at which directors of the Company are to be elected and the Investor shall advise the Company and the Board of the name of the Investor’s Nominee within 30 days after receiving such notice; (vii) if the Investor does not advise the Company and the Board of the Investor’s Nominee within the time set forth in Section 4.7(a)(vi), then the Investor will be deemed to have designated its incumbent nominee for nomination for election at the relevant meeting of the Shareholders; (viii) if the Investor’s Nominee ceases to hold office as (or otherwise does not become) a director of the Company for any reason, the Investor shall be entitled to nominate or appoint (as applicable) an individual to replace him or her and the Company shall promptly take all steps necessary to promptly appoint such individual to the Board to replace the Investor’s Nominee who has ceased to or does not otherwise hold office; (ix) the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board based on serious and objectively reasonable concerns. The Company may veto the Investor’s Nominee if such Investor’s Nominee has previously been removed by a resolution of the Shareholders, provided that the Investor shall be entitled to nominate further persons to the Board in replacement of any such vetoed person; (x) the Investor acknowledges that any appointment to the Company’s Board must be ratified annually by a Shareholder vote at the Company’s annual general or special meetings of Shareholders; (xi) upon election to the Board, the Company acknowledges that the Investor’s Nominee shall: (A) be eligible to serve on any committee of the Board in the same manner as all other directors of the Company, except as otherwise agreed to by Phoenix provided that such Investor’s Nominee satisfies the eligibility criteria for such committee and the Required Holders Board has approved, and has received regulatory approval (if required by Applicable Law) of, the Investor’s Nominee serving as a member of such committee; (B) at all times retain full discretion to independently vote his or as provided in the Certificate of Designation; and her Common Shares; (iiC) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors all the rights and the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”). (b) Until the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders privileges of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided and committee members, including, without limitation, access to the Company’s outside advisors; and (D) be entitled to be indemnified by the Company on the same terms (including run-off) as other membersmembers of the Board and be included in the Company’s D&O insurance policy on the same terms as other members of the Board. (xii) upon election of the Investor’s Nominee to the Board, the Company shall: (A) enter into an indemnification agreement with the Investor’s Nominee consistent with the Company’s practices; and (B) acquire for any Investor’s Nominee liability insurance on the same terms as the other members of the Board.

Board Representation. (a1) Until The Shareholder shall have, if and for so long as the occurrence Shareholder, together with its Affiliates and certain investment funds for which it acts as investment advisor, beneficially owns or exercises control or direction over, directly or indirectly, at least 10% of an Investor Rights Termination Eventthe outstanding Shares (before giving effect to the exercise, (i) there conversion or exchange of any securities exercisable for, convertible into or exchangeable for Shares), the right to select one individual, who shall be five (5) directors presented to the shareholders of the Company, except Company as otherwise agreed to by Phoenix and part of the Required Holders or as provided in the Certificate management proposed list of Designation; and (ii) Phoenix shall be entitled to nominate two (2) individual directors or director nominees to serve as directors and on the Required Holders shall be entitled board of directors of the Company (the “Board”) at any shareholder meeting at which directors of the Company are being elected, with such individual being referred to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve herein as a director“Nominee”; provided, however, that such nomination right shall only be exercisable for so long as provided in the Certificate of Designation Board has at least three members (collectively, including the “Series B Preferred Directors”Nominee). (b2) Until The Company acknowledges that the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Shareholder’s current Nominee on the taking of a written consent of stockholders for such purpose: Board is Xxxxx Xxxxxxx. (a3) In order to exercise its rights in section 1.1(1) and commencing in the holders fiscal year in which the third annual meeting of the Series B Preferred Stock shall have Company is held, the rightShareholder shall, voting separately as a class (to the exclusion of all other classes or series of by no later than thirty days following the Company’s capital stockfiscal year end, provide the Company with written notice of the Shareholder’s proposed Nominee(s), which individuals shall be subject to elect consideration by the Series B Preferred DirectorsBoard pursuant to the process set forth in Section 1.2(2); provided, however, that if the Shareholder fails to provide such notice, the Shareholder’s proposed Nominee shall be deemed to be the Nominee then serving on the Board. (4) The Nominee will be invited to join certain committees of the Board upon and subject to his or her election as provided a director of the Company and the determination of the Board as to which committee or committees the Nominee will be invited to join. (5) At the request of the Shareholder but subject to the residency requirements in the Certificate by-laws of Designationthe applicable subsidiary, and (b) the remaining two (2) Company shall cause the nominee to be elected to the board of directors of any direct or indirect subsidiary of the Company whose board composition is substantially similar to that of the Board. (6) The Shareholder acknowledges that there is no assurance that the Nominee will be elected to the Board by shareholders. (7) The Shareholder shall provide written notice to the Company promptly upon the Shareholder having knowledge, based on the most recently reported outstanding share number by the Company, each that the Shareholder, together with its Affiliates and certain investment funds for which it acts as investment advisor, beneficially owns, or exercises control or direction over, directly or indirectly, less than 10% of whom shall be independent under applicable Nasdaq and SEC rulesthe outstanding Shares (before giving effect to the exercise, shall be elected by the holders conversion or exchange of Voting Securitiesany securities exercisable for, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”convertible into or exchangeable for Shares). (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members.

Board Representation. (a) Until Each Executive Stockholder and Initial Carlyle Stockholder shall vote all of the occurrence Voting Shares over which such Executive Stockholder or such Initial Carlyle Stockholder has voting control and shall take all other necessary or desirable actions within such Executive Stockholder’s or such Initial Carlyle Stockholder’s control (whether in such Executive Stockholder’s or such Initial Carlyle Stockholder’s capacity as a stockholder, director, member of an Investor Rights Termination Eventa Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings, and approval of amendments and/or restatements of the Company’s certificate of incorporation or by-laws) so that (i) there the authorized number of directors (the “Directors”) on the Board shall be at least five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; no greater than fifteen and (ii) Phoenix the Directors shall be entitled the persons nominated or designated in accordance with this Section 1. Each of the Directors from time to nominate two (2) individual directors or director nominees time authorized to serve as directors and on the Required Holders Board shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in designated for nomination for election by the Certificate of Designation (collectively, the “Series B Preferred Directors”)Initial Carlyle Stockholders. (b) Until The Company shall cause the occurrence of an Investor Rights Termination Eventindividuals designated in accordance with Section 1(a) to be nominated for election to the Board, shall solicit proxies in favor thereof, and at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders meeting of the Series B Preferred Stock shall have the right, voting separately as a class (to the exclusion of all other classes or series stockholders of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) Company at which directors of the Company, each of whom shall Company are to be independent under applicable Nasdaq and SEC ruleselected, shall be elected by recommend that the holders stockholders of Voting Securities, voting together as a single class on an as-converted the Company elect to Common Stock basis (the “Remaining Directors”)Board each such individual nominated for election at such meeting. (c) Any Series B Preferred Director elected pursuant Subject to Section 2 the provisions of the Certificate Company’s certificate of Designation incorporation, a Director may be removed at any time, with from the Board upon the request of the Person or without cause bygroup of Persons that designated such Director, and only by, not otherwise; provided that nothing in this Agreement shall be construed to impair any rights that the affirmative vote, given at a meeting or by written consent, Stockholders of the holder(s) who designated or nominated such director. The Remaining Directors Company may be removed at have to remove any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirector for cause. (d) The Series B Preferred Directors shall be entitled In the event that any Director for any reason ceases to reimbursement from the Company for all costs and expenses in attending any meetings serve as a member of the Board during his term of office, the Person or group of Persons who designated such Director shall have the right to designate for appointment by the remaining Directors of the Company an individual to fill the vacant directorship. Each of the Company, the Carlyle Stockholders and the Chief Executive Officer agrees to take such actions as will result in the appointment as soon as practicable of any committee thereofindividual so designated by each such Person or group of Persons. (e) At such time as the Carlyle Stockholders cease collectively to own and have the power to dispose of Company Common Stock representing at least forty percent (40%) of the interests in the Company represented by all issued and outstanding shares of Company Common Stock, the Stockholders shall discuss and use commercially reasonable efforts to agree upon, and, subject to Section 10(k), shall amend this Agreement to effect, appropriate amendments to this Section 1 and such other provisions of this Agreement as shall be appropriate, in each case to be consistent with the ownership position of the Carlyle Stockholders at that time. (f) For so long as the Company qualifies as a “controlled company” under the applicable listing standards then in effect, the Company will elect to be a “controlled company” for purposes of such applicable listing standards, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. The Company, the Carlyle Stockholders and the Executive Stockholders acknowledge and agree that, as provided of the date of this Agreement, the Company is a “controlled company.” After the Company ceases to qualify as a “controlled company” under applicable listing standards then in effect, the Carlyle Stockholders acknowledge that a sufficient number of their designees will be required to qualify as “independent directors” to ensure that the Board complies with such applicable listing standards in the Certificate of Designation. The Company time periods required by the applicable listing standards then in effect, and shall notify use commercially reasonable efforts to make their designees consistent with the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other membersforegoing.

Board Representation. (a) Until At the occurrence Closing, the Company and the Board shall take all action to cause the Board to be comprised of an Investor Rights Termination Eventnine Directors, which shall include three Directors proposed for nomination by the Shareholder for election by the Company’s shareholders at the shareholders meeting called for the purpose of approving the issuance of the Purchased Shares to be issued pursuant to the Purchase Agreement. After the Closing Date, the Shareholder shall have the right to propose to the Corporate Governance and Nominating Committee nominees for election to the Board (i) there for purposes of clarity such right shall be five (5in lieu of, and not in addition to, the rights set forth in the preceding sentence) directors as set forth in Section 2.1(b); provided, however, that the final determination as to the appointment or recommendation to shareholders for election of any Director or any successor Director to the Board or any Committee thereof shall remain in the sole discretion of the Corporate Governance and Nominating Committee, and provided further that in making such determination, the Corporate Governance and Nominating Committee shall apply reasonably and uniform standards consistent with past practices and consistent with the Company’s Corporate Governance Principles as in effect from time to time, except as otherwise agreed to by Phoenix and the Required Holders or as provided further that in the Certificate event the Corporate Governance and Nominating Committee determines not to appoint or recommend to shareholders the election of Designation; and (ii) Phoenix any Director, any successor Director or any alternative nominee proposed by the Shareholder, the Shareholder shall be entitled to nominate two an alternative nominee for such directorship until the Corporate Governance and Nominating Committee shall so appoint and recommend to shareholders the election of an alternative nominee of the Shareholder. Each such Director or any successor Director shall also be required at the time of nomination to satisfy the independence requirements of Nasdaq Rule 4200(a) (2) individual directors or director nominees to serve as directors and such similar rules of such other national securities exchange on which the Required Holders shall be entitled to nominate one (1) individual director Common Stock is then listed or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”quoted for trading). (b) Until In accordance with Section 2.1(a), for so long as the occurrence Shareholder beneficially owns or owns of an Investor Rights Termination Event, record a number of shares of Common Stock equal to: (i) at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders least 27.5% of the Series B Preferred Stock then outstanding Common Stock, the Shareholder shall have the right, voting separately as a class (right to designate three Directors for election to the exclusion of all other classes or series Board; (ii) at least 17.5%, but less than 27.5%, of the Company’s capital stock)then outstanding Common Stock, the Shareholder shall have the right to elect designate two Directors for election to the Series B Preferred DirectorsBoard; and (iii) at least 7.5%, as provided in the Certificate of Designationbut less than 17.5%, and (b) the remaining two (2) directors of the Companythen outstanding Common Stock, each of whom the Shareholder shall be independent under applicable Nasdaq and SEC rules, shall be elected by have the holders of Voting Securities, voting together as a single class on an as-converted right to Common Stock basis (designate one Director for election to the “Remaining Directors”)Board. (c) Any Series B Preferred Director elected pursuant The Company hereby agrees, subject to Section 2 2.1(a), to (i) include each of the Certificate Director nominees of Designation may be removed at the Shareholder on each slate of nominees for election to the Board proposed by the Company and/or the Board (or any timeCommittee thereof), with or without cause by(ii) recommend the election of the Director nominees of the Shareholder to the shareholders of the Company, and only by(iii) without limiting the foregoing, to otherwise use commercially reasonable efforts to cause the affirmative vote, given at a meeting or by written consent, Director nominees of the holder(s) who designated or nominated such director. The Remaining Directors may Shareholder to be removed at any time, with or without cause by elected to the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisBoard. (d) The Series B Preferred Subject to Section 2.1(a), each Shareholder Director shall serve as a member of a different class of Directors as any other Shareholder Director and shall serve in such class as determined by the Corporate Governance and Nominating Committee of the Board. For so long as the Shareholder beneficially owns or owns of record a number of shares of Common Stock equal to at least 27.5% of the then outstanding Common Stock, each of the three Shareholder Directors shall be appointed by the Corporate Governance and Nominating Committee of the Board as a member of one of the three Committees of the Board; provided, however, that each Shareholder Director is qualified under the applicable rules and regulations of the SEC and the Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading), including the independence requirements of Nasdaq Rule 4200(a) (or such similar rules of such other national securities exchange on which the Common Stock is then listed or quoted for trading), and the Company’s Corporate Governance Principles (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time to serve as a member of such Committee to which the Shareholder Director is appointed. At each time as the number of Shareholder Directors which the Shareholder has a right to designate to the Board pursuant to this Section 2.1 is reduced (i) the Shareholder shall be entitled to reimbursement designate which Shareholder Director shall resign from the Company Board at the next meeting of the Company’s shareholders for all costs the purpose of electing Directors and, in the event the Shareholder fails to make such designation within five Business Days after the Shareholder is no longer entitled to designate for election such number of Directors, the Shareholder Director that shall no longer serve as a Director shall be the Shareholder Director that serves in the class of Directors that is scheduled to be nominated for election by the Company’s shareholders at the next annual meeting of the Company’s shareholders and expenses in attending (ii) the Shareholder shall no longer have the right to have the Shareholder Director(s) who resigns or is removed serve as a member of any meetings Committee(s) of the Board; provided, however, subject to Section 2.1(a), that the Shareholder shall be entitled to have any remaining Shareholder Director replace the resigning or removed Shareholder Director on the Committee on which such resigning or removed Shareholder Director served if such remaining Shareholder Director resigns from the Committee on which such remaining Shareholder Director is then serving. (e) If a number of Shareholder Directors serve as members of the Board at any time at which the Shareholder has the right to designate, in accordance with and subject to Section 2.1(a) and (b), a lesser number of Shareholder Directors, promptly following a written request by the Company, the Shareholder shall immediately cause such Shareholder Director(s) (the identity of such Shareholder Director(s) to be determined by the Shareholder) to resign. If one or any committee thereof, more Shareholder Director(s) serve as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings members of the Board and any committee at a time when the Shareholder no longer has the right to designate Shareholder Directors for election, promptly following a written request by the Company, the Shareholder shall immediately cause the Shareholder Director(s) to resign, as so requested. Upon the removal of Shareholder Director(s), the Shareholder shall no longer have the right to have Shareholder Director(s) serve as a member of such one of the Committee(s) of the Board of Directors on which the removed Shareholder Director(s) served; provided, however, subject to Section 2.1(a), that the Shareholder shall be entitled to have any remaining Shareholder Director replace the resigning or removed Shareholder Director on the Committee on which such resigning or removed Shareholder Director served if such remaining Shareholder Director resigns from the Committee on which such remaining Shareholder Director is then serving but only to the extent that such remaining Shareholder Director is qualified serve on such Committee under the applicable rules and regulations of the Series B Preferred SEC and the Nasdaq Stock Market (or such other national securities exchange on which the Common Stock is then listed or quoted for trading), including the independence requirements of Nasdaq Rule 4200(a) (or such similar rules of such other national securities exchange on which the Common Stock is then listed or quoted for trading), and the Company’s Corporate Governance Principles (applied on a reasonable and uniform basis consistent with past practice) as in effect from time to time. (f) In the event that the number of Directors is a member. The shall be increased above nine Directors, the number of Directors the Shareholder shall have the right to designate for election, in accordance with and subject to Section 2.1(a) and (b), shall increase proportionately (rounded to the nearest whole number of Directors). (g) During the term of this Agreement, the Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided use its best efforts to all other members of the Board concurrently as such materials are provided prevent any amendment to the other membersCompany’s articles of incorporation or bylaws that are inconsistent with this Article II.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, The Corporation and each Stockholder shall take such corporate actions as may be reasonably required to ensure that (i) there the number of directors constituting the Board shall not exceed fifteen prior to an IPO, or such higher number as shall be five (5required to satisfy the provisions of Section 2.1(b) directors of the Companyhereof, except as unless otherwise agreed to by Phoenix and the Required Holders or as provided increased in accordance with the Certificate of Designation; Incorporation and By-laws of the Corporation, and (ii) Phoenix shall be entitled the presence of a simple majority of the then directors in office is required to nominate two (2) individual directors or director nominees to serve as directors and constitute a quorum of the Required Holders shall be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)Board. (b) Until Subject to the occurrence terms of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: this Agreement: (ai) the holders of a majority in voting power of all outstanding shares of Series A Preferred Stock shall be entitled (A) to nominate one individual for election to the Board to serve as a director until his or her successor is elected and qualifies, (B) to nominate such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B); provided, however that AOL, for so long as it shall hold at least a majority of the shares of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) held by it on the date hereof, shall have the right to designate such individual for such nomination; (ii) the holders of a majority in voting power of all outstanding shares of Series B Preferred Stock shall have the right, voting separately as a class be entitled (A) to nominate two individuals for election to the exclusion Board to serve as directors until their successors are elected and qualify, (B) to nominate each such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of all other classes such directors nominated under the foregoing clause (A) or series (B); provided that Tribune Company, for so long as such party (together with its Affiliates), shall hold at least a majority of the Company’s capital stock), to elect the shares of Series B Preferred DirectorsStock (or Common Stock issuable upon conversion thereof) held by it on the date hereof, shall have the right to designate one of such individuals for such nomination; (iii) the holders of a majority in voting power of all outstanding shares of Series C Preferred Stock shall be entitled (A) to nominate two individuals for election to the Board to serve as provided in the Certificate of Designationdirectors until their successors are elected and qualify, (B) to nominate each such successor, and (bC) if such holders so determine to be appropriate, to propose the removal from the Board of such directors nominated under the foregoing clause (A) or (B); ; provided that each of (x) CIBC Wood Gundy Ventures, Inc. ("CIBC") and (y) Xxx Interactive Media, Inc., for so long as each such party (together with their respective Affiliates), respectively, shall hold at least a majority of the shares of Series C Preferred Stock (or Common Stock issuable upon conversion thereof) held by such party on the date hereof, shall, respectively, have, at such party's discretion, the right to (i) designate one of such individuals for such nomination or (ii) appoint an Observer to the Board if no such designation is made; (iv) the remaining National Broadcasting Company, Inc. ("NBC"), shall from and after the date hereof and thereafter, for so long as it (together with its Affiliates), shall hold at least fifty percent (50%) of the highest number of shares of Series E Preferred Stock (or Common Stock issuable upon conversion thereof) at any time held by NBC shall be entitled (A) to nominate one individual for election to the Board to serve as director until his or her successor is elected and qualify, (B) to nominate each such successor, and (C) if NBC so determines to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B); notwithstanding the foregoing, NBC's rights under this Section 2.1(b)(iv) shall cease and terminate in the event that NBC shall have failed to telecast or otherwise deliver in accordance with the terms of the Letter Agreement dated November 11, 1998 (the "Letter Agreement"), between the Corporation and NBC, the First Tranche (as defined in the Letter Agreement) of advertising in accordance with the Letter Agreement; (v) the holders of a majority in voting power of all outstanding shares of Series D Preferred Stock shall be entitled (A) to nominate one individual for election to the Board to serve as a director until his or her successor is elected and qualifies, (B) to nominate such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B); provided, that Xxxxx Healthcare Corporation, for so long as it (together with its Affiliates), shall hold at least a majority of Series D Preferred Stock (or Common Stock issuable upon conversion thereof) held by it on the date hereof, shall have the right to designate such individual for such nomination; (vi) the holders of a majority in voting power of all Founder Shares shall be entitled (A) to nominate two individuals for election to the Board to serve as directors until their successors are elected and qualify, (B) to nominate each such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of any director nominated under the foregoing clause (A) or (B); (vii) if the then Chairman of the Board at any time determines in his or her discretion to recommend to the Board that an Independent Individual be added to the Board and so recommends to the Board, then each Stockholder shall vote all Voting Shares held by such Stockholder in favor of increasing the authorized number the directors by one director if necessary to effectuate the provisions of this Section 2.1(b)(vi) and the Board (acting by majority vote) shall (A) be entitled to designate an Independent Individual for election to the Board to serve as director until his or her successor is elected and qualifies, (B) nominate each such successor and (C) if the Board, acting by majority vote, so determines to be appropriate, to propose the removal from the Board of the Independent Individual (the "Independent Individual Election") (it being understood that the Independent Individual Election may only occur as to one Independent Individual during the term of this Agreement); (viii) Intel Corporation ("Intel"), (A) for so long as Intel (together with its Affiliates) shall hold shares of Series C Preferred Stock (or Common Stock issuable upon conversion thereof) shall have, at its discretion, the right to appoint an Observer to the Board and (B) for so long as Intel (together with its Affiliates) shall hold at least a majority of the shares of Series C Preferred Stock (or Common Stock issuable upon conversion thereof) held by it on the date hereof the right to designate an Observer and upon the occurrence of an Independent Individual Election and only for so long the Independent Individual contemplated by Section 2.1(b)(vii) shall serve on the Board, to convert its right to appoint an Observer, exercisable by written notice to the Corporation and the other Stockholders, into the right (1) to nominate an individual for election to the Board to serve as a director until his or her successor is elected and qualifies, (2) directors to nominate each successor and (3) if Intel so determines to be appropriate, to propose the removal from the Board of any director nominated under the foregoing clause (1) or (2); and in such event each Stockholder shall vote all Voting Shares held by such Stockholder in favor of increasing the authorized number of directors, if necessary, by one director if necessary to effectuate the provisions of this Section 2.1(b)(viii); (ix) as a result of the Company, each increase in the authorized number of whom directors pursuant to Sections 2.1(b)(vii) and (viii) such authorized number of directors shall be independent under applicable Nasdaq and SEC rulesan even number, shall be elected then if the Board (acting by majority vote) determines to increase further the holders number of Voting Securities, voting together authorized directors by one Independent Individual (so as a single class on to increase the authorized number of directors to an as-converted to Common Stock basis odd number) (the “Remaining Directors”"Odd Director"). , then each Stockholder shall vote all Voting Shares held by such Stockholders in favor of so further increasing the authorized number of directors and the Board (cacting by majority vote) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from (A) designate the Company Odd Director for all costs and expenses in attending any meetings of election to the Board to serve until his or any committee her successor is elected and qualifies and (B) nominate each such successor. (x) Rho, for so long as it (together with its Affiliates) shall hold at least a majority of Preferred Stock (or Common Stock issuable upon conversion thereof) held by it on March 6, as provided in the Certificate of Designation. The Company 1998, shall notify the Series B Preferred Directors of all regular and special meetings of be entitled (A) to nominate one individual for election to the Board to serve as a director until his or her successor is elected and any committee of qualifies, (B) to nominate such successor, (C) if Rho so determines to be appropriate, to propose the removal from the Board of which any such director nominated under the foregoing clause (A) or (B) and (D) to appoint an Observer to the Board if no nomination is made pursuant to clause (A) above; and (xi) Following the consummation by the Corporation of an IPO and for six months thereafter, a majority of the Series B Preferred Directors Venture Investors (as hereinafter defined) acting together shall be entitled (A) to nominate two individuals for election to the Board to serve as a director until his or her successor is a memberelected and qualifies, assuming that the Board consists of seven directors, and, in the event the Board consists of more than seven directors, such greater number of individuals as shall constitute two-sevenths of such number of directors on the Board, (B) to nominate such successor, and (C) if such holders so determine to be appropriate, to propose the removal from the Board of such director nominated under the foregoing clause (A) or (B). The Company shall provide the Series B Preferred Directors with copies of all noticesAs used herein, minutes"Venture Investors" means, consents and other materials provided to all other members each of the Board concurrently as such materials are provided following stockholders of the Company that holds (when aggregated with its affiliated entity or entities identified below) at least two and one-half percent of the outstanding voting capital stock of the Company immediately prior to the other membersan IPO: Rho Management Trust I, CIBC Wood Gundy Ventures, Inc., Xxxxxxx Xxxxxxx, Xxxxxxxx & Xxxxx VII., KPCB Information Sciences Zaibatsu Fund II, Convergence Entrepreneurs Fund I, Convergence Ventures I, L.P., Transatlantic Venture Partners C.V., TCV II Strategic Partners, L.P., TCV II, (Q), L.P., TCV II, V.O.F., Technology Crossover Ventures II, C.V., Technology Crossover Ventures II, L.P., Xxxxx Capital, National Bank of Kuwait, Boston Millennia Associates I Partnership and Boston Millennia Partners Limited Partnership.

Board Representation. (a) Until The Board of Directors shall elect a total of three nominees designated in writing by the occurrence Investor prior to the Closing (such persons, or replacements designated by the Investor, the "Investor Nominees"), to the Board of an Investor Rights Termination Event, (i) there shall be five (5) directors Directors effective as of the CompanyClosing Date, except to be allocated to Class I, Class II and Class III as otherwise agreed to specified by Phoenix the Investor. Commencing with the annual meeting of stockholders of the Company the record date for which next follows the Closing Date, and at each annual meeting of stockholders of the Required Holders or as provided in Company thereafter, the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two (2) individual present to the Board of Directors or the nominating committee thereof a number of nominees for election to the class of directors or director nominees up for election to serve as directors the Board of Directors at such annual meeting equal to the number of Investor Nominees in such class immediately prior to such election and the Required Holders Company shall use its best efforts to cause the election to the Board of Directors of such Investor Nominees. If the Board of Directors shall cease to be a classified board, the Investor shall be entitled to nominate one (1) individual director present to the Board of Directors or director nomineethe nominating committee thereof three nominees for election to the Board of Directors at each annual meeting of stockholders of the Company. In the event of the death, who disability, resignation or removal of an Investor Nominee, the Investor shall be independent under applicable Nasdaq and SEC rules, to serve as designate a replacement for such director, as provided in which replacement the Certificate Company shall cause to be elected to the Board of Designation (collectively, the “Series B Preferred Directors”). (b) Until The Company shall cause each Investor Nominee designated for election to the occurrence Board of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon Directors pursuant to Section 5.02(a) hereof to be included in the taking slate of a written consent nominees recommended by the Board of Directors to the stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have Company for election as directors at the right, voting separately as a class (to the exclusion of all other classes or series relevant annual meeting of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designationstockholders, and (b) shall use its best efforts to cause the remaining two (2) directors election of each such Investor Nominee, including soliciting proxies in favor of the Company, each election of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)such person. (c) Any Series B Preferred Director elected Notwithstanding the foregoing provisions of this Section 5.02, the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors in the event that the Investor and its Affiliates Beneficially Own, in the aggregate, less than 50% of the Investor Original Number of Conversion Shares. In the event that the Investor shall not be entitled to designate Investor Nominees for election to the Board of Directors, the Investor Nominees shall resign from the Board of Directors no later than the thirtieth day after the day on which the Investor becomes aware that the aggregate Beneficial Ownership of it and its Affiliates is reduced below the threshold ownership level of Investor Original Number of Conversion Shares specified in this Section 5.02(c). If an Investor Nominee does not resign on or prior to such thirtieth day as required pursuant to Section 2 the immediately preceding sentence, a majority of the Certificate Board of Designation may be removed at Directors (excluding any time, with or without cause by, and only by, Investor Nominees) shall have the affirmative vote, given at a meeting or by written consent, right to remove such Investor Nominee from the Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereof, as provided in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of If the Board of which Directors shall determine in good faith in the exercise of its fiduciary duties, that nomination of any person designated by the Investor for election to the Board of Directors would be contrary to the best interests of the Series B Preferred Company, then the Company shall promptly notify the Investor of such determination (either in person, if such determination shall be made at a Board of Directors meeting at which an Investor Nominee is present or by telephone (promptly confirmed in writing), if such determination shall be made at a memberBoard of Directors meeting at which an Investor Nominee is not present) and thereafter the Investor shall have a period of no less than five Business Days to designate a new person for nomination for election to the Board of Directors as an Investor Nominee. The Company shall provide Board of Directors has approved the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members executives of the Board concurrently Investor set forth on Schedule 5.02(d) hereto as such materials are provided to Investor Nominees for all purposes hereof as of the other membersdate hereof.

Board Representation. (a) Until For as long as HNA, together with its Affiliates, beneficially owns a number of Company Securities that equals to 70% or more of the occurrence aggregate number of Company Securities it purchased under the Subscription Agreement, HNA shall be entitled to designate one (1) director to the Board of the Company (such director, or such other individual who may be designated by HNA from time to time, the “HNA Director”), and the Company shall arrange for the appointment or election of such HNA Director to the Board as soon as practicable after the Closing but in no event later than December 31, 2015, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such HNA Director to the Board, and in the case of an Investor Rights Termination Eventelection, (i) there shall nominating such individual to be five (5) directors of the Company, except elected as otherwise agreed to by Phoenix and the Required Holders or a director as provided in the Certificate of Designation; and herein, (ii) Phoenix recommending to the Shareholders the election of such HNA Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the HNA Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the HNA Director; provided, however, that the HNA Director candidate shall be entitled subject to nominate two (2) individual directors or director nominees to serve as directors and the Required Holders approval of the Board, which approval shall not be entitled to nominate one (1) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate of Designation (collectively, the “Series B Preferred Directors”)unreasonably withheld. (b) Until Subject to the occurrence of an Investor Rights Termination Eventshareholding threshold referred to in Section 2.01(a) above, at each Company Stockholders’ Meeting, or upon in the taking of a written consent of stockholders for such purpose: (a) the holders event of the Series B Preferred Stock death, disability, retirement or resignation of the HNA Director (or any other vacancy created by removal thereof by or at the direction of HNA), HNA shall have the rightexclusive right to designate a replacement to fill such vacancy and serve on the Board, voting separately as a class and the Company shall promptly arrange for the appointment or election of such individual to its Board (who shall, following such appointment or election, be the HNA Director for purposes of this Agreement); provided, however, that the HNA Director candidate thus designated shall be subject to the exclusion of all other classes or series approval of the Company’s capital stock)Board, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom which approval shall not be independent under applicable Nasdaq and SEC rules, shall be elected by the holders of Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)unreasonably withheld. (c) Any Series B Preferred Director elected pursuant to Section 2 of the Certificate of Designation may be removed at At any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basis. (d) The Series B Preferred Directors shall be entitled to reimbursement from the Company for all costs and expenses in attending any meetings of the Board or any committee thereofannual general or other meeting of the Shareholders that may be held from time to time at which the HNA Director is up for re-appointment or re-election to the Board, as provided in the Certificate Company shall re-appoint the HNA Director to serve on the Board and shall use best efforts to ensure that the HNA Director is re-elected by the Shareholders to serve on the Board pursuant to the terms of Designationthe Memorandum and Articles and any Applicable Law. The Company agrees that it shall notify the Series B Preferred Directors of all regular and special meetings not take any action, in favor of the Board and any committee removal of the Board HNA Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of which a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of the Series B Preferred Directors is its Subsidiaries, (ii) conviction for, or guilty plea to, a member. The Company shall provide the Series B Preferred Directors with copies felony or a crime involving moral turpitude, or (iii) abuse of all notices, minutes, consents and illegal drugs or other materials provided to all other members of the Board concurrently as such materials are provided to the other memberscontrolled substances or habitual intoxication.

Board Representation. (a) Until During the occurrence period commencing on the date of an Investor Rights the Closing and ending on the Termination Event, Date: (i) there shall be five (5) directors of the Company, except as otherwise agreed to by Phoenix and the Required Holders or as provided in the Certificate of Designation; and (ii) Phoenix Investor shall be entitled to nominate two individuals for election to the Company Board, and each party hereto that holds Voting Securities agrees to vote such Voting Securities in favor of the election of such individuals (2the "Investor Directors") individual directors or director nominees to serve as directors the Company Board; (ii) the Company agrees, by action of the Company Board, (i) to establish, by appointment from among the members of the Company Board, and maintain a Compensation Committee and (ii) to the greatest extent permitted by applicable law and the Required Holders shall rules and regulations of NASDAQ or any national securities exchange on which the Company's Common Stock is listed, to appoint to the Compensation Committee one of the Investor Directors, as designated by the Investor; (iii) if requested by the Investor, the Company agrees to elect or to cause to be entitled elected, through action of the Company Board, to nominate one the board of directors of or management committee, as the case may be, each Subsidiary of the Company (1the "Subsidiary Boards" and, together with the Company Board, the "Applicable Boards") individual director or director nomineea number of individuals designated by the Investor, who shall need not be independent under applicable Nasdaq and SEC rulesdirectors, officers or employees of the Company or any of its Subsidiaries, that is, in the case of each Subsidiary Board, as nearly as is practicable, Proportional to serve as the number of members of each such Subsidiary Board (together with the Investor's designated member of the Compensation Committee, the "Investor Designees"); (iv) the Company agrees to permit one of the Investor Directors or another individual designated by the Investor, who need not be a director, officer or employee of the Company or any of its Subsidiaries, to attend as provided a non-voting observer all meetings of the Executive Committee and the Audit Committee and Subsidiary Boards for which there shall be no Investor Designee and to transmit to such individual, at the time and in the Certificate manner sent to other members of Designation such committees and board, all information and materials provided by the Company to such committee and board members; (collectivelyv) the Company agrees to provide advance notice in accordance with the Delaware General Corporation Law and the Company's bylaws to each Investor Director with respect to each regular and special meeting of the Company Board and the Compensation Committee which notice shall, in the “Series B Preferred Directors”case of each special meeting, include a reasonable summary of the subject matter of the meeting; and (vi) the Company agrees to cause each person serving from time to time as an executive officer, director or manager of the Company or any Subsidiary of the Company (other than the Investor Directors and the Investor Designees) to execute and deliver to the Investor a Voting Letter substantially in the form of EXHIBIT A hereto (each a "Voting Letter"). (b) Until the occurrence of an Investor Rights Termination EventEach party hereto agrees to take such actions, at each Company Stockholders’ Meeting, including actions as necessary or upon the taking of a written consent of stockholders for such purpose: (a) the holders of the Series B Preferred Stock shall have the right, voting separately as a class (desirable to nominate and elect individuals to the exclusion of all other classes or series of the Company’s capital stock)intended offices and, to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors case of the Company, each of whom actions by the Company Board, as shall be independent under applicable Nasdaq necessary or desirable in order that, effective as of the Closing: (i) the Company Board shall include the Investor Directors; (ii) the Compensation Committee shall include the Investor Director required by SECTION 10(A); (iii) each other Applicable Board shall include the Investor Designees to the extent required by subsection (ii) of SECTION 10(A); and (iv) each current executive officer and SEC rulesdirector of the Company and each current executive officer, director or manager of any of its Subsidiaries shall be elected by have executed and delivered to the holders of Investor, a Voting Securities, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)Letter. (c) Any Series B Preferred No Investor Director elected pursuant or Investor Designee shall be subject to Section 2 removal, without cause, from any Applicable Board or the Compensation Committee other than with the express written consent of the Certificate Investor. If the Investor shall determine to remove any Investor Director or Investor Designee from any Applicable Board or the Compensation Committee, each party hereto agrees, upon written notice to such effect from the Investor, to take all actions reasonably necessary or desirable, including the voting of Designation may be removed at any timeoutstanding Voting Securities held by such party, with in order to effect such action. Following such removal of an Investor Director or without cause by, and only byInvestor Designee, the affirmative voteparties shall comply with the other provisions of this Section to ensure that the removed individual is replaced by another Investor Director or Investor Designee, given at a meeting or by written consent, of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisappropriate. (d) The Series B Preferred Directors shall be entitled If a vacancy is created on any Applicable Board or the Compensation Committee by virtue of the death, disability, retirement, resignation or removal of any Investor Director or Investor Designee from any Applicable Board or the Compensation Committee, each party hereto shall, to reimbursement from the extent permitted by applicable laws and regulations, take promptly any and all actions, including the voting of outstanding Voting Securities held by such party and, in the case of the Company, actions by the Company for Board, necessary or desirable to fill such vacancy with an individual designated in writing by the Investor so as to give effect to the provisions of SECTION 10(A). (e) Immediately following the Termination Date, the Investor shall cause the Investor Directors or Investor Designees to resign from all costs and expenses in attending any meetings of the Board or any committee thereofApplicable Boards, effective as provided in of the Certificate of DesignationTermination Date. The Company shall notify Investor agrees to take all actions reasonably necessary or desirable, including the Series B Preferred Directors voting of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all noticesoutstanding Voting Securities held by it, minutes, consents and other materials provided in order to all other members of the Board concurrently as effect such materials are provided to the other membersaction.

Board Representation. (a) Until the occurrence Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to own more than ten percent (10%) of the Outstanding Common Shares (the “Nominee Right Threshold”), the Investor shall be entitled to nominate, by written notice to the Company (an “Investor Nominee Notice”) one individual to the Board (the “Investor Nominee”). For greater certainty, at no time shall the Investor be entitled to nominate more than one individual to the Board. Each Investor Nominee shall, prior to his or her nomination or appointment to the Board, provide all information and sign all documents required to be provided and signed pursuant to applicable Securities Laws and shall be required to meet the individual qualification requirements for directors under Applicable Law (the “Legal Qualification Requirement”) and be approved by the Company as determined in the reasonable and good faith discretion of the Board or committee thereof (together with the Legal Qualification Requirement, the “Qualification Requirements”). In connection with the foregoing, if and for so long as the Investor is entitled to nominate an Investor Rights Termination Event, Nominee: (i) there at the annual meeting of shareholders of the Company to be held in 2019 and at each subsequent meeting of shareholders on the Company thereafter at which directors are to be elected, the Company shall cause the Investor Nominee to be five included in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors; (5ii) the Company shall use commercially reasonable efforts to cause the election of the Investor Nominee, including recommending that shareholders of the Company vote in favour of the election of, and soliciting proxies in favour of the election of, the Investor Nominee; (iii) the Company shall provide written notice to the Investor of any: (A) annual meeting of the shareholders of the Company at which directors of the Company are to be elected at least sixty (60) days prior to the date of such annual meeting of shareholders of the Company and (B) in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), as soon as practicable, and, in any event, at the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made; (iv) an Investor Nominee Notice must be received by the Company: (A) in the case of an annual meeting of shareholders of the Company, except as otherwise agreed not less than fifty (50) days prior to by Phoenix and the Required Holders or as provided date of such annual meeting of shareholders of the Company; provided, however, that in the Certificate event that the annual meeting of Designationshareholders of the Company is to be held on a date that is less than fifty (50) days after the date (the “Investor Nominee Notice Date”) that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of the annual meeting was made, an Investor Nominee Notice must be received by the Company no later than the close of business on the tenth (10th) day following the Investor Nominee Notice Date; and and (iiB) Phoenix in the case of a special meeting (which is not also an annual meeting) of shareholders of the Company called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the tenth (10th) day following the day that is the earlier of the date that a notice of meeting is filed for such meeting or the date on which the first public announcement of the date of such meeting was made, but in any event no later than ten (10) days preceding the date on which the Company is required by Securities Law to mail a management information circular in respect of the meeting, provided that the Company shall have notified the Investor of such date as soon as practicable. In no event shall any adjournment or postponement of a meeting of shareholders of the Company or the announcement thereof commence a new time period for the delivery or mailing of an Investor Nominee Notice as described in this Section 4.4(a)(iv). (v) notwithstanding anything to the contrary herein, if the Investor does not advise the Company of its Investor Nominee within the time set forth in Section 4.4(a)(iv), then the Company shall not be required to include the Investor Nominee in the slate of nominees proposed by the Company to the shareholders of the Company for election as directors at the relevant meeting of shareholders; (vi) if the Investor Nominee ceases to satisfy the Qualification Requirements, at the request of the majority of the members of the Board, the Investor Nominee shall resign from the Board effective immediately; (vii) if an Investor Nominee ceases to hold office as a director of the Company for any reason (unless the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) no longer holds the Nominee Right Threshold), including if the Investor Nominee ceases to satisfy the Qualification Requirements, the Investor shall be entitled to nominate two (2) an individual directors that satisfies the Qualification Requirements to replace him or director nominees to serve her as directors a new Investor Nominee and the Required Holders Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace an Investor Nominee who has ceased to hold office; (viii) the Investor Nominee Notice and any other notice proposing a nominee shall contain sufficient information to allow the Company to determine whether the proposed nominee satisfies the Qualification Requirements and, prior to nominating an Investor Nominee, the Investor will give due consideration to the view of the independent members of the Board as to whether such person is an appropriate addition to the Board given his or her skill set; (ix) the Investor Nominee shall be entitled provided with equivalent indemnification from the Company and directors’ insurance as the other members of the Board; (x) the Company shall maintain directors’ insurance coverage that is appropriate in form and substance for companies similar to nominate one the Company in the jurisdictions in which the Company operates; and (1xi) individual director or director nominee, who the Investor Nominee shall be independent provided with notice of Board meetings as is required to be given to Board members under applicable Nasdaq and SEC rules, to serve as a director, as provided in the Certificate constating documents of Designation (collectively, the “Series B Preferred Directors”)Company. (b) Until The Investor acknowledges and agrees that the occurrence of an Investor Rights Termination Event, at each Company Stockholders’ Meeting, or upon the taking of a written consent of stockholders for such purpose: (a) the holders Nominee may not be entitled to certain information made available to other members of the Series B Preferred Stock shall have Board or may be excluded from meetings of the rightBoard or applicable portions thereof in the event that such information or meetings relate to actual or potential conflicts of interest between the Company and one or more Investor Group Parties, voting separately including pursuant to section 120 of the Canada Business Corporations Act or as a class (otherwise required under Applicable Laws, as and to the exclusion of all other classes or series of the Company’s capital stock), to elect the Series B Preferred Directors, as provided in the Certificate of Designation, and (b) the remaining two (2) directors of the Company, each of whom shall be independent under applicable Nasdaq and SEC rules, shall be elected extent determined by the holders of Voting SecuritiesBoard, voting together as a single class on an as-converted to Common Stock basis (the “Remaining Directors”)acting reasonably. (c) Any Series B Preferred Director elected The Investor shall forthwith notify the Company in writing if the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to hold the Nominee Right Threshold. At the request of the Company at any point after the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) ceases to hold the Nominee Right Threshold, the Investor Nominee shall resign from the Board, effective immediately and the Investor shall have no further right hereunder to designate an Investor Nominee and the Company shall cease to have any obligations pursuant to this Section 2 of 4.4. In determining whether it holds the Certificate of Designation may be removed at any time, with or without cause by, and only byNominee Right Threshold, the affirmative vote, given at a meeting or by written consent, Investor is entitled to rely on the number of Outstanding Common Shares most recently disclosed in the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause disclosure documents filed by the affirmative vote, given at a meeting or by written consent, Company with the Securities Regulators that are available on SEDAR and XXXXX unless the Investor has actual knowledge that the number of the holders of the Voting Securities, voting together as a single class on an as-converted to Outstanding Common Stock basisShares is different from such disclosed number. (d) The Series B Preferred Directors Upon an Investor Nominee joining the Board, he or she shall sign an undertaking whereby he or she will offer his or her resignation from the Board in the circumstances mentioned in Sections 4.4(a)(vi) and 4.4(c). (e) Subject to Applicable Law and provided that the Investor (together with any Investor Wholly-Owned Affiliates, in the case of a Permitted Transfer) holds the Nominee Right Threshold, the Board shall use commercially reasonable efforts to cause the appointment of Pierre-Etienne Franc as the initial Investor Nominee to the Board as soon as reasonably practicable following the Closing Date and, upon such appointment, Pierre-Etienne Franc shall be entitled to reimbursement from serve on the Board until the annual meeting of shareholders of the Company for all costs and expenses in attending any meetings at which directors of the Board or any committee thereof, as provided Company are to be elected in the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members2019.

Board Representation. (a) Until the occurrence of an Investor Rights Termination Event, principal and premium (if any) and interest on the FRI-MRD Notes have been paid in full: (i) there the Company shall be five (5) directors use its best efforts to cause the Board of Directors of the Company, except Company (the "Board of Directors") to limit its size to no more than five directors and to include the MacKay Designee (as otherwise agreed to by Phoenix and the Required Holders or defined below) as provided in the Certificate one of Designation; and its members; (ii) Phoenix the Company shall be entitled support the nomination of, and use its best efforts to nominate two cause the Board of Directors to include in the slate of nominees recommended to stockholders for election as directors, one person designated by MacKay (2the "MacKay Designee"); (iii) individual directors if any vacancy (whether by death, retirement, disqualification, removal from office or director nominees to serve as directors and the Required Holders shall be entitled to nominate one (1other cause) individual director or director nominee, who shall be independent under applicable Nasdaq and SEC rules, is created by a MacKay Designee ceasing to serve as a director, as provided the Board of Directors shall appoint a person designated by MacKay to fill such vacancy, and such person shall be the MacKay Designee for purposes of this Agreement; (iv) the Company shall not amend its Organizational Documents in a manner that adversely affects the Certificate rights of Designation MacKay hereunder; and (collectivelyv) the MacKay Designee shall be a member of the board of directors (or similar governing body) of any subsidiary of the Company at any time such subsidiary's board of directors is made up of persons other than management; provided, however, that, notwithstanding the foregoing, the “Series B Preferred Directors”)Company shall not be required to take any action which it reasonably believes is unlawful, and shall be allowed to take any action the omission of which it reasonably believes would be unlawful. (b) Until Notwithstanding the occurrence provisions of this Section 2, MacKay shall not be entitled to designate any person to the Board of Directors if: (i) such person is an Investor Rights Termination Event, at each Affiliate of MacKay; or (ii) the Company Stockholders’ Meeting, or upon the taking of receives a written consent opinion of stockholders for its outside counsel that such purpose: (a) the holders of the Series B Preferred Stock shall have the rightperson would not be qualified under any applicable law, voting separately rule or regulation to serve as a class (to the exclusion of all other classes or series director of the Company’s capital stock), to elect the Series B Preferred Directors, as provided . The Company shall notify MacKay in the Certificate of Designation, and (b) the remaining two (2) directors writing of the Company, each date on which proxy materials are expected to be mailed by the Company in connection with an election of whom directors (and such notice shall be independent under applicable Nasdaq and SEC rules, delivered to MacKay at least 30 days prior to such expected mailing date). The Company shall use its reasonable best efforts to notify MacKay of any objection to a MacKay Designee sufficiently in advance of the date on which such proxy materials are to be elected mailed by the holders Company in connection with such election of Voting Securities, voting together directors so as to enable MacKay to propose a single class on an as-converted to Common Stock basis (replacement MacKay Designee in accordance with the “Remaining Directors”)terms of this Agreement. (c) Any Series B Preferred Director elected If at any time prior to the termination of this Agreement the Board of Directors of the Company or, pursuant to Section 2 2(a)(v), any Subsidiary, as applicable, does not include a MacKay Designee, MacKay shall have the right to: (i) appoint a non-voting representative to attend meetings of such Board of Directors and (ii) receive copies of any materials to be distributed or discussed at such meetings at the Certificate same time as provided to members of Designation may be removed at any time, with or without cause by, and only by, the affirmative vote, given at a meeting or by written consent, such Board of the holder(s) who designated or nominated such director. The Remaining Directors may be removed at any time, with or without cause by the affirmative vote, given at a meeting or by written consent, of the holders of the Voting Securities, voting together as a single class on an as-converted to Common Stock basisDirectors. (d) The Series B Preferred Each MacKay Designee serving on the Board of Directors shall be entitled to reimbursement from the Company for all costs compensation and expenses in attending any meetings stock incentives granted to directors who are not employees of the Board or any committee thereofCompany, as provided well as the benefits of any directors' liability insurance policy, in each case, on the Certificate of Designation. The Company shall notify the Series B Preferred Directors of all regular and special meetings of the Board and any committee of the Board of which any of the Series B Preferred Directors is a member. The Company shall provide the Series B Preferred Directors with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are same terms provided to the other memberssuch directors.