Common use of Board Representation Clause in Contracts

Board Representation. (a) Each of the Getty Group and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each In accordance with the Certificate of Designation and subject to the rights of holders of the Getty Group Company's serial preferred stock, as of the date hereof and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee the Stockholders shall be entitled to nominate at least one Director pursuant to Section 2.01(b), the Board shall consist of Getty Images 11 members, initially consisting of (i) four Stockholder Directors, (ii) four Xxxxx Directors and a member of (iii) three Independent Common Stock Directors recommended by the Nominating Committee and approved by the Board; . (b) Each of Xx. Xxxxx and PROVIDED FURTHER, that such right the Stockholders shall terminate with respect to either the Torrance Group vote all Restricted Securities Beneficially Owned by him or the Getty Groupit, as the case may be, once such Group beneficially owns fewer than to cause, and the greater of parties hereto each shall otherwise use its best efforts to cause, there to be (i) 3,000,000 four Stockholder Directors for so long as the Stockholders Beneficially Own at least 25% of the outstanding shares of Common Stock (subject to equitable adjustment in the event of stock splitson a Fully Diluted Basis), stock dividends and similar events) and (ii) such number three Stockholder Directors for so long as the Stockholders Beneficially Own at least 20% but less than 25% of the outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Stockholder Directors for so long as is equal to 2the Stockholders Beneficially Own at least 15% but less than 20% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stock (on a Fully Diluted Basis), or (iv) one Stockholder may have with respect to its Shares. (b) For Director for so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman Stockholders Beneficially Own at least 5% but less than 15% of the Board from among the directors outstanding shares of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or Common Stock (on a Co-Chairman of the BoardFully Diluted Basis). (c) The Each of Xx. Xxxxx and the Stockholders agree shall vote all Restricted Securities Beneficially Owned by him or it, as the case may be, to take such actions within their control cause, and the parties hereto each shall otherwise use its best efforts to cause, there to be (i) four Xxxxx Directors for so long as are necessary to implement Xx. Xxxxx Beneficially Owns at least 25% of the agreements set forth in Sections 2.01(a) and 2.01(boutstanding shares of Common Stock (on a Fully Diluted Basis), including the voting of their respective Shares in favor (ii) three Xxxxx Directors for so long as Xx. Xxxxx Beneficially Owns at least 20% but less than 25% of the Board nominees designated by outstanding shares of Common Stock (on a Fully Diluted Basis), (iii) two Xxxxx Directors for so long as Xx. Xxxxx Beneficially Owns at least 15% but less than 20% of the Getty Group and outstanding shares of Common Stock (on a Fully Diluted Basis), or (iv) one Xxxxx Director for so long as Xx. Xxxxx Beneficially Owns at least 5% but less than 15% of the Torrance Group in accordance with this Section 2.01outstanding shares of Common Stock (on a Fully Diluted Basis). (d) Getty Images Xx. Xxxxx shall include as a nominee for cause holders of Class A Common Stock to exercise their rights to elect Class A Directors in order to effectuate, to the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualifiedextent necessary, the Group designating such nominee provisions contained in this Section 2.01; provided, however, notwithstanding anything contained in this Section 2.01 to the contrary, for so long as any shares of Class A Common Stock are outstanding and entitled to elect Class A Directors, holders of shares of Class A Common Stock shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the sole right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)elect Class A Directors. (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each For so long as Investor Holdco or, in the event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Holder has beneficial ownership of at least 12.5% or greater of the Getty Group and aggregate number of Company Shares then outstanding, Investor Holdco or, in the Torrance Group event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Representative shall have the right to nominate one director designate to the Board of Directors of Getty Images (two individuals who satisfy the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its SharesDirector Requirements. (b) For so long as Investor Holdco or, in the Getty Group event Cerberus Holder no longer holds Company Shares through Investor Holdco, Cerberus Holder has beneficial ownership of less than 12.5% but at least 7.5% of the right to nominate one director to aggregate number of Company Shares then outstanding, Investor Holdco or, in the Board pursuant to Section 2.01(a)event Cerberus Holder no longer holds Company Shares through Investor Holdco, the Getty Group Cerberus Representative shall also have the right to appoint the Chairman of designate to the Board from among of Directors one individual who satisfies the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the BoardDirector Requirements. (c) The Stockholders agree For so long as a Holder (or Cerberus Representative if the Holder is a Cerberus Holder) is entitled to take such actions within their control as are necessary designate any individuals to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with of Directors pursuant to this Section 2.01. , the Company shall take all action reasonably available to it to cause such individual(s) (dor any replacement designated by such Holder (or Cerberus Representative if the Holder is a Cerberus Holder)) Getty Images shall include as a nominee for to be included in the Board slate of nominees recommended by the Board of Directors to the person designated by Company’s stockholders for election as directors at each annual meeting of the Getty Group stockholders of the Company (and/or in connection with any election by written consent) and the Torrance Group in accordance with Section 2.01(a) and Company shall nominate such person and use its reasonable best the same efforts to cause the election of such person, unless nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of Getty Images, in the exercise election of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencenominee(s). (ed) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any director nominated by the Getty Group or the Torrance Groupsuch nominee to be elected, the nominating Group Holder (or Cerberus Representative if the Holder is a Cerberus Holder) who nominated or designated such director shall have the right to designate a replacement director who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause such vacancy (provided that such Group would to be entitled at that time filled by the replacement so designated, and, to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 permitted under the Certificate of Incorporation and By-Laws of the Merger AgreementCompany then in effect, Xxxx Xxxxxxxx may propose the Board of Directors shall promptly elect such designee to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithDirectors.

Board Representation. (a) Each of the Getty Group and the Torrance Group shall have the right to nominate one director Subject to the terms and conditions of this Agreement, from the date of this Agreement, the Company and each Voting Party shall take all Necessary Action to cause, effective immediately following the Closing Date, the Board to be comprised of Directors of Getty Images nine (the "BOARD"9) whenever such class of directors is subject to an election; PROVIDEDdirectors, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater comprised of (i) 3,000,000 shares the chief executive officer of Common Stock (subject to equitable adjustment in the event of stock splitsCompany, stock dividends and similar events) and (ii) such number five (5) directors designated by the Topco Equityholders (the “Topco Designees” and each a “Topco Designee”), of shares which at least one (1) shall qualify as an “independent director” under stock exchange regulations applicable to the Company and (iii) three (3) director designated by the Horizon Equityholders (the “Horizon Designees”), of Common Stock which at least two (2) shall qualify as is equal “independent directors” under stock exchange regulations applicable to 2% of the then outstanding shares of Common StockCompany. Such right From the Closing Date, the Horizon Equityholders shall be in addition have the right, but not the obligation, to any other voting rights that each Stockholder may have with respect to its Shares. nominate (bI) For three (3) Horizon Designees, so long as the Getty Group has Horizon Equityholders, in the aggregate, Beneficially Own at least 12% of the Closing Amount, of which at least two (2) shall qualify as “independent directors” under stock exchange regulations applicable to the Company, (II) two (2) Horizon Designees, so long as the Horizon Equityholders, in the aggregate, Beneficially Own at least 6% but less than 12% of the Closing Amount, each of which shall qualify as “independent directors” under stock exchange regulations applicable to the Company, and (III) until the Horizon Sunset Date, one (1) Horizon Designee, who shall qualify as an “independent director” under stock exchange regulations applicable to the Company; provided that, the loss of the right to nominate one director to designate the Board Horizon Designee pursuant to this Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group 3(a) shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is shorten the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election term of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve Horizon Designee then-serving on the Board. If From the Board reasonably determines that such designee is not so qualifiedClosing Date, the Group designating such nominee Topco Equityholders shall have the opportunity right, but not the obligation, to specify nominate (A) five (5) Topco Designees, so long as the Topco Equityholders, in the aggregate, Beneficially Own at least 24% of the Closing Amount, of which at least one additional designee who (1) shall qualify as an “independent director” under stock exchange regulations applicable to the Company, (B) four (4) Topco Designees, so long as the Topco Equityholders, in the aggregate, Beneficially Own at least 18% but less than 24% of the Closing Amount, (C) three (3) Topco Designees, so long as the Topco Equityholders, in the aggregate, Beneficially Own at least 12% but less than 18% of the Closing Amount, (D) two (2) Topco Designees, so long as the Topco Equityholders, in the aggregate, Beneficially Own at least 6% but less than 12% of the Closing Amount and (E) until the Topco Sunset Date, one (1) Topco Designee; provided that, no reduction in the number of Topco Designees that the Topco Equityholders are entitled to designate pursuant to this Section 3(a) shall shorten the term of any Topco Designee then-serving on the Board; provided further that, once the Topco Equityholders, in the aggregate, Beneficially Own less than 40% of the Closing Amount, none of the Topco Designees shall be so included required to qualify as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) “independent directors” under any stock exchange regulations. In the event that a vacancy the size of the Board is created at any time by increased in accordance with applicable law and the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance GroupCompany’s organizational documents, the nominating Group Topco Equityholders shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 number of directors of the Merger Agreement, Xxxx Xxxxxxxx may propose to Board which give the Board Topco Equityholders the same percentage of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies total directors on the Board of Directors of Getty Images as of permitted to be designated pursuant to this Section 3(a), rounded up to the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithnext whole number.

Board Representation. (a) Each The Company agrees that if Xxxxxxx beneficially owns 20% or more of the Getty Group then issued and outstanding shares of New Common Stock at any time during the Torrance Group period commencing on the Effective Date and ending on the 180th day after the Effective Date, Xxxxxxx shall have the right be entitled during such period to nominate one director (1) individual (such individual, and any successor to such individual as contemplated in Section 1(a)(iii), the “Xxxxxxx Nominee”) for election as a member of the Board of Directors of Getty Images the Company (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the “Board”); and PROVIDED FURTHER, that such right shall terminate with respect to either specifically the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of Company agrees to: (i) 3,000,000 shares as promptly as practicable and in no event later than 10 days following the nomination of Common Stock the Xxxxxxx Nominee as contemplated in this Section 1, (subject to equitable adjustment in i) increase the event size of stock splits, stock dividends and similar events) the Board by one seat and (ii) such number of shares of Common Stock appoint the Xxxxxxx Nominee as is equal to 2% a director of the then Company whose term shall expire on the earlier of (A) such time, if any, as Xxxxxxx ceases to beneficially own 20% or more of the issued and outstanding shares of New Common Stock. Such right Stock for a period of 30 consecutive days and (B) at the annual meeting of stockholders to be held in 2011, subject to re-election or re-appointment of the Xxxxxxx Nominee as provided in Sections 1(a)(ii) and 1(a)(iii) below, respectively; (ii) unless Xxxxxxx has at any time prior to the Termination Date ceased to beneficially own 20% or more of the issued and outstanding shares of New Common Stock for a period of 30 consecutive days, at each annual meeting of stockholders of the Company to be held prior to the Termination Date, the Company (1) will cause the slate of nominees standing for election, and recommended by the Board, at each such meeting to include the Xxxxxxx Nominee, (2) will nominate and reflect in the proxy statement on Schedule 14A for each such meeting the nomination of the Xxxxxxx Nominee for election as a director of the Company at each such meeting, and (3) cause all proxies received by the Company to be voted in the manner specified by such proxies and, to the extent permitted under applicable law and stock exchange rules, cause all proxies for which a vote is not specified to be voted for the Xxxxxxx Nominee; and (iii) if the Xxxxxxx Nominee ceases to be a director of the Company other than due to Xxxxxxx ceasing to beneficially own 20% or more of the issued and outstanding shares of New Common Stock for a period of 30 consecutive days at any time prior to the Termination Date, Xxxxxxx may propose to the Company a replacement nominee for election as a director of the Company, in which event such individual shall be in addition appointed to any other voting rights that each Stockholder may have with respect fill the vacancy created as a result of the prior Xxxxxxx Nominee ceasing to its Sharesbe a director of the Company. (b) For so long as The Company agrees that promptly following the Getty Group has appointment or election of the right to nominate one director to the Board pursuant to Section 2.01(a)Xxxxxxx Nominee, the Getty Group shall also have Company will, upon written request by Xxxxxxx, cause the right Xxxxxxx Nominee to appoint the Chairman be included as a member of any committee of the Board from among on which the Xxxxxxx Nominee is eligible to serve under applicable law or stock exchange or market policy; provided, that Xxxxxxx and the Company agree that the following actions will require approval of a majority of directors of Getty Images; PROVIDEDthe Company who are independent of Xxxxxxx and management of the Company, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or which independent directors may comprise a Co-Chairman committee of the Board: (i) the amendment or waiver of any provision of this Agreement, (ii) consent to the assignment of Xxxxxxx’x rights under this Agreement or consent to the relief of Xxxxxxx’x obligations under this Agreement, (iii) the amendment or waiver of any provision of the Rights Agreement (defined in Section 4(a)) or the Registration Rights Agreement between the Company, Xxxxxxx and the holders of New Common Stock named therein and dated as of the date of this Agreement, in each case to the extent any such amendment or waiver affects Xxxxxxx, and (iv) redemption of the rights issued under the Rights Agreement. (c) The Stockholders agree Xxxxxxx will provide, as promptly as reasonably practicable, all information relating to take such actions within their control as are necessary the Xxxxxxx Nominee (and other information, if any) to implement the agreements set forth extent required under applicable law to be included in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor any proxy statement of the Board nominees designated by the Getty Group Company and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each any other solicitation materials to be delivered to stockholders of the Getty Group and the Torrance Group Company in accordance connection with a stockholders meeting as contemplated by Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e1(a)(ii). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each Prior to execution of the Getty Group and the Torrance Group shall have the right to nominate one director to this Agreement, the Board of Directors of Getty Images the Company (the "BOARDBoard") whenever has taken all actions necessary to increase the size of the Board to fourteen (14) directors and cause Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx to become directors of the Company, effective immediately following consummation of the purchase and sale of Shares at the Closing, to fill the vacancies created by such increase in size of the Board. Xxxxxx X. Xxxxx shall be included in the class of directors is subject whose terms expire at the second annual meeting of shareholders following the Closing Date, and Xxxxxxx X. Xxxxxx shall be included in the class of directors whose terms expire at the third annual meeting of shareholders following the Closing Date. Each of Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx (or any successor of Xxxxxx X. Xxxxx or Xxxxxxx X. Xxxxxx pursuant to an election; PROVIDEDSection 6.01(c) hereof) and each Seller Nominee (as hereinafter defined) elected to the Board pursuant to Section 6.01(b) shall be referred to as a "Seller-Nominated Director" herein. (b) Subject to Section 4.06, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Seller Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 220% or more of the then outstanding shares of Common Stock. Such right , the Seller Group shall be in addition entitled to any other voting rights designate two (2) nominees to the Board, which nominees shall be reasonably acceptable to the Company ("Seller Nominees"), and the Company shall use its best efforts to take all action necessary so that each Stockholder such Seller Nominees shall be nominated for election or re-election to the Board, as the case may have with respect be. Subject to its Shares. (b) For Section 4.06, for so long as the Getty Seller Group beneficially owns 10% or more, but less than 20%, of the then issued and outstanding shares of the Common Stock, the Seller Group shall be entitled to designate only one (1) nominee to the Board, which nominee shall be reasonably acceptable to the Company, and the Company shall use its best efforts to take all action necessary so that such Seller Nominee shall be nominated for election or re-election to the Board, as the case may be. If the Seller Group at any time beneficially owns less than 10% of the then issued and outstanding shares of the Common Stock, then the Seller Group shall not be entitled to designate any directors to the Board, and the Seller Group shall cause each of the Seller-Nominated Directors (including any successors pursuant to Section 6.01(c)) to immediately resign from the Board and any Committee thereof. The Seller Group shall notify the Company in writing promptly in the event that, at any time, the Seller Group shall (i) own 10% or more, but less than 20%, of the then issued and outstanding shares of Common Stock, and (ii) own less than 10% of the then issued and outstanding shares of Common Stock. In the event that the Company requests the Seller Group to inform the Company of the number of shares of Common Stock then beneficially owned by the Seller Group, the Seller Group shall promptly provide such information to the Company. For purposes of this Section 6.01, Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx shall be deemed "reasonably acceptable to the Company." (c) In the event that any Seller-Nominated Director shall cease to serve as a director as a result of the death, removal or resignation of such Seller-Nominated Director (other than by reason of the fact that the Seller Group no longer has the a right to nominate one director designate any directors to the Board or the fact that the Seller Group is entitled to designated fewer directors to the Board pursuant to Section 2.01(a6.01(b)), the Getty Group vacancy created thereby shall also have be filled by a designee nominated by the right Seller Group, which nominee shall be reasonably acceptable to appoint the Chairman Company. Upon the appointment of any such nominee to the Board, such nominee shall be a "Seller Nominated Director" hereunder, and all of the Board from among the directors provisions of Getty Images; PROVIDEDthis Section 6.01 shall apply to such nominee, HOWEVERincluding, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Boardwithout limitation, Section 6.01(e). (d) The Company shall provide the Seller with notice of the estimated mailing date for proxy materials relating to an annual meeting of shareholders at which a Seller Nominee may be considered for election or re-election at least 10 business days prior to such mailing date. The Seller shall provide in a timely manner all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to any Seller Nominee. (e) Prior to nomination to the Board, (i) Xxxxxx X. Xxxxx (and any successor of Xxxxxx X. Xxxxx pursuant to Section 6.01(b) or (c) The Stockholders agree hereof) shall execute and deliver to take such actions within their control the Company a resignation letter, in the form attached hereto as are necessary Exhibit C-1, which shall provide that Xxxxxx X. Xxxxx (or any successor of Xxxxxx X. Xxxxx pursuant to implement Section 6.01(b) or (c) hereof) shall resign effective immediately upon the earlier of (x) the date upon which the Seller Group shall deliver written notice to the Company that it is exercising its right, pursuant to Section 4.06, to terminate the covenants and agreements set forth in Sections 2.01(a4.01 and 4.02 hereof and (y) and 2.01(b), including the voting of their respective Shares in favor first date that the Seller owns less than 20% of the Board nominees designated by then issued and outstanding shares of the Getty Common Stock and (ii) Xxxxxxx X. Xxxxxx (and any successor of Xxxxxxx X. Xxxxxx pursuant to Section 6.01(b) or (c) hereof) shall execute and deliver to the Company a resignation letter, in the form attached hereto as Exhibit C-2, which shall provide that Xxxxxxx X. Xxxxxx (or any successor of Xxxxxxx X. Xxxxxx pursuant to Section 6.01(b) or (c) hereof) shall resign effective immediately upon the earlier of (x) the date upon which the Seller Group shall deliver written notice to the Company that it is exercising its right, pursuant to Section 4.06, to terminate the covenants and agreements set forth in Sections 4.01 and 4.02 hereof and (y) the first date that the Seller owns less than 10% of the then issued and outstanding shares of the Common Stock. Notwithstanding any other provision of this Agreement, from and after the date upon which the Seller Group shall deliver written notice to the Company that it is exercising its right, pursuant to Section 4.06, to terminate the covenants and agreements set forth in Sections 4.01 and 4.02 hereof, the Seller shall no longer have the right to designate any Seller-Nominated Directors pursuant to this Agreement, and the Torrance Group resignation of each Seller-Nominated Director then in accordance with this Section 2.01office shall become immediately effective on such date. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (ef) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Seller Group shall have deliver written notice to the right to designate a replacement director to fill such vacancy (provided Company that such Group would be entitled at that time to nominate a director it is exercising its right, pursuant to Section 2.01(a)) 4.06, to terminate the covenants and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 4.01 and 4.02 hereof, the provisions of this Section 2.01(e)6.01 shall terminate immediately and shall be of no further force and effect. (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each As of the Getty Group and the Torrance Group shall have the right to nominate one director to date hereof, the Board shall be comprised of Directors of Getty Images six (6) directors. From and after the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right date hereof and for so long as Xxxx Xxxxxxxx is Chesrown, or an employee Affiliate of Getty Images and a member Chesrown beneficially owns, in the aggregate, at least 1,000,000 shares of the Board; issued and PROVIDED FURTHERoutstanding Common Stock (the “Minimum Threshold”), that such right the Board shall terminate with respect be comprised of no more than six (6) directors, and Chesrown shall be entitled to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares nominate three (3) individuals to the Board (such individuals, including their respective successors, the “Chesrown Directors”), to serve as members of Common Stock (subject to equitable adjustment in the event of stock splitsBoard until their respective successors are elected and qualified, stock dividends and similar events) and (ii) such number nominate any successor to each Chesrown Director, and (iii) direct the removal from the Board of shares of Common Stock as is equal to 2% any Chesrown Director; provided, that at least two of the then outstanding shares of Common Stock. Such right Chesrown Directors shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares“independent” as defined by the applicable rules and regulations of the SEC and the NASDAQ stock market. The Chesrown Directors shall initially be Maxxxxxx Xxxxxxxx, Mixxx Xxxxxx, and Kexxx Xxxxxxxx. (b) For so long as Beginning with the Getty Group has first annual meeting of stockholders after the right to nominate one director to the Board pursuant to Section 2.01(a)date hereof and thereafter, the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx Chesrown or Xxxx Xxxxx is an Affiliate of Chesrown beneficially owns, in the Chairman or a Co-Chairman aggregate, at least the Minimum Threshold, each nomination to the Board of any Chesrown Director for election at an annual meeting of stockholders of the BoardCompany shall be made by delivering to the Company a notice signed by Chesrown, which notice shall include the names and qualifications of such proposed Chesrown Directors. As promptly as practicable, the Company shall provide a copy of such notice to the Company’s Corporate Governance and Nominating Committee (the “Committee”), which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (the “Charter”) in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Chesrown Directors shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's stockholders that the stockholders should vote their Common Stock in favor of the election of the proposed Chesrown Directors. If the Committee reasonably determines in good faith that a proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of such fact within 10 days following receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (c) The Stockholders agree For so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to take the Board of any Chesrown Director for election other than at an annual meeting of stockholders of the Company (whether due to the resignation, removal or death of a Chesrown Director or otherwise) shall be made by delivering to the Company a notice signed by Chesrown, which notice shall include the names and qualifications of such actions within their control proposed Chesrown Director. As promptly as are necessary practicable, the Company shall provide a copy of such notice to implement the agreements Committee, which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in Sections 2.01(athe Charter in all material respects, as determined in good faith by the Committee, as promptly as practicable, make a recommendation to the Board that such Chesrown Directors shall be appointed for election to the Board, which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of such fact within 10 days of receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (d) From and 2.01(bafter the date hereof and for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, the Board shall be comprised of no more than six (6) directors, and Berrard shall be entitled to (i) nominate one individual to the Board (such individual, including such individual's successor, the “Berrard Director”), including to serve as a member of the voting Board until the Berrard Director's successor is elected and qualified, (ii) nominate any successor to the Berrard Director, and (iii) direct the removal from the Board of the Berrard Director. The Berrard Director shall initially be Stxxxx X. Xxxxxxx. (e) Beginning with the first annual meeting of stockholders following the date hereof and thereafter, for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board of any Berrard Director for election at an annual meeting of stockholders of the Company shall be made by delivering to the Company a notice signed by Berrard, which notice shall include the name and qualifications of the proposed Berrard Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee which shall, if the proposed Berrard Director satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Berrard Director shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's Stockholders that the Stockholders should vote their respective Shares Common Stock in favor of the election of the proposed Berrard Director. If the Committee reasonably determines in good faith that a proposed Berrard Director does not meet such criteria, the Committee shall notify Berrard of such fact within 10 days following receipt of the Berrard Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Berrard may submit to the Committee a new proposed Berrard Director. (f) For so long as Berrard or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to the Board nominees designated of any Berrard Director for election other than at an annual meeting of stockholders of the Company (whether due to the resignation, removal or death of a Berrard Director or otherwise) shall be made by delivering to the Company a notice signed by Berrard, which notice shall include the names and qualifications of such proposed Berrard Director. As promptly as practicable, the Company shall provide a copy of such notice to the Committee, which shall, if the proposed Berrard Director satisfies the criteria for qualifications of directors set forth in the Charter in all material respects, as determined in good faith by the Getty Group Committee, as promptly as practicable, make a recommendation to the Board that such Berrard Director shall be appointed for election to the Board, which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Berrard Director does not meet such criteria, the Committee shall notify Berrard of such fact within 10 days of receipt of the Berrard Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Berrard may submit to the Committee a new proposed Berrard Director. (g) The Company shall include in the slate of nominees recommended by the Board for election as directors each Chesrown Director and the Torrance Group Berrard Director for so long as Chesrown and Berrard, respectively, are entitled to nominate the Chesrown Directors and the Berrard Director pursuant to this Agreement. Each of Berrard, Chesrown, and each of the Stockholders covenants and agrees to vote all Equity Securities held by such person or their Affiliate for the election to the Board of all individuals nominated in accordance with this Section 2.012.1. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each of From and after the Getty Group Closing, and until this Agreement is terminated in accordance with its terms, the Company and the Torrance Group Parent shall have take such actions necessary to (i) ensure that (A) Xxxx Xxxxxxx and Xxxxxxx Xxxxxx (the right “Fluent Legacy Stockholders”) be entitled to nominate one director (1) individual for election to the Company Board of Directors of Getty Images (the "BOARD"“RSMC Director”) whenever and (B) Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx (the “Cogint Legacy Stockholders”) be entitled to nominate one (1) individual for election to the Company Board (the “PFMB Director,” and together with the RSMC Director, including their respective successors, the “Legacy Directors”), provided that the PFMB Director shall be Xxxx Xxxxxxx until the earlier of (a) the second anniversary of the Closing and (b) Xxxx Xxxxxxx’x resignation from his position as the PFMB Director, (ii) elect such class Legacy Directors to serve as members of the Company Board until their respective successors are elected and qualified or until their earlier resignation, removal or death and (iii) nominate each successor to each Legacy Director as directed by the Fluent Legacy Stockholders or Cogint Legacy Stockholders, as applicable. At the Closing, the Legacy Directors shall initially be determined by a written notice delivered by the applicable Legacy Stockholders to the Company (provided that the PFMB director shall be Xxxx Xxxxxxx). From and after the Closing, and until this Agreement is terminated in accordance with its terms, the Company and the Parent shall take such actions necessary to ensure that the size of the Company Board shall be seven (7) directors, which number may be increased pursuant to a majority vote of the Company Board, including the PFMB Director. All remaining members of the Company Board (including any increase to the Company Board pursuant to the preceding sentence) shall be determined consistent with applicable Law and rules and regulations of NASDAQ (including that if such remaining members of the Company Board are elected by the Parent, the Company may avail itself of any controlled company exemptions from NASDAQ corporate governance requirements). (b) From and after the Closing, and until this Agreement is terminated in accordance with its terms, the Fluent Legacy Stockholders may nominate the Fluent Legacy Director and the Cogint Legacy Stockholders may nominate the Cogint Legacy Director for election to the Company Board at an annual meeting of stockholders of the Company by delivering to the Company a notice signed by the applicable Legacy Stockholders within a reasonable amount of time prior to such annual meeting of stockholders (and in any event within fifteen (15) days following written request by the Parent) and the mailing of any proxy statement relating to such annual meeting, which notice shall include the names and qualifications of such proposed Legacy Director(s) and such other information as the Company may reasonably request. As promptly as practicable after receipt, the Company shall provide a copy of such notice to the Corporate Governance and Nominating Committee of the Company Board (the “Committee”), which shall, if the proposed Legacy Director satisfies the criteria for qualifications of directors is subject to an election; PROVIDED, HOWEVER, that set forth in the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member Charter of the Committee (as adopted on September 26, 2016) (as amended from time to time, the “Charter”), as determined in good faith by the Committee, at the next Committee meeting at which Company Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Company Board; , and PROVIDED FURTHERthe Company Board shall take such action, that such right Legacy Directors shall terminate be nominated for election to the Company Board at the Company’s next annual meeting of stockholders and the Company Board shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company Stockholders that they should vote their shares in favor of the election of the proposed Legacy Directors. If the Committee reasonably determines in good faith that such proposed Legacy Director does not meet such criteria, the Company shall notify the nominating Legacy Stockholders of such fact within ten (10) days of receipt of the applicable Legacy Stockholders’ notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and the applicable Legacy Stockholders shall be entitled to nominate another Legacy Director in accordance with respect to either the Torrance Group this Section 2.1(b) or the Getty GroupSection 2.1(c), as the case may be, once such Group beneficially owns fewer than ; provided that the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right applicable Legacy Stockholders shall be in addition provided with at least fifteen (15) additional days to submit any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Boardnominee. (c) The Stockholders agree From and after the Closing, and until this Agreement is terminated in accordance with its terms, each nomination to the Company Board of any Legacy Director for election other than at an annual meeting of stockholders of the Company (whether due to the resignation, removal or death of a Legacy Director or otherwise) shall be made by delivering to the Company a notice signed by the nominating Legacy Stockholders, which notice shall include the names and qualifications of such proposed Legacy Director and such other information as the Company may reasonably request. As promptly as practicable, the Company shall provide a copy of such notice to the Committee, which shall, if the proposed Legacy Director satisfies the criteria for qualifications of directors set forth in the Charter, as determined in good faith by the Committee, as promptly as practicable, make a recommendation to the Company Board that such Legacy Director shall be appointed for election to the Company Board, which appointment may be made by the Company Board to the extent permitted pursuant to the Bylaws. As promptly as practicable thereafter, the Company and the Parent shall take such actions within their control as are necessary to implement cause such appointment to be effected. If the agreements set forth Committee reasonably determines in Sections 2.01(agood faith that such proposed Legacy Director does not meet such criteria, the Company shall notify the nominating Legacy Stockholders of such fact within ten (10) and 2.01(b), including the voting days of their respective Shares in favor receipt of the Board nominees designated by applicable Legacy Stockholders’ notice, specifying in reasonable detail the Getty Group reasons for the determination that such criteria have not been met, and the Torrance Group applicable Legacy Stockholders shall be entitled to nominate another Legacy Director in accordance with Section 2.1(b) or this Section 2.012.1(c), as the case may be; provided that the applicable Legacy Stockholders shall be provided with at least fifteen (15) additional days to submit any such nominee. (d) Getty Images During the period that the Legacy Directors are members of the Company Board, the Legacy Directors shall include be entitled to the same benefits afforded to other members of the Company Board in their capacity as a nominee for the Board recommended such, including benefits under any director and officer indemnification or insurance policy maintained by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentenceCompany. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. For such time as the Principal Members continue to collectively own at least (ai) Each fifty percent (50%) of the Getty Group Restricted Shares issued to the Principal Members pursuant to the Merger, and (ii) six and 6/10 percent (6.6%) of the Torrance Group issued and outstanding shares of Parent Common Stock (in the case of clauses (i) and (ii), whether or not remaining subject to Transfer Restrictions under Section 1.11, and subject to adjustment with respect to any share split, share combination or similar transaction) (the “Director Threshold”), the Principal Members shall have the right to nominate one Eligible Person as director to the Board of Directors of Getty Images (Board. As promptly as practicable after such nomination, Parent shall increase the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman size of the Board from among by one seat and shall cause such newly created vacancy be filled with the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated Eligible Person nominated by the Getty Group and the Torrance Group Principal Members in accordance with this Section 2.01. (d) Getty Images 6.9. With respect to any subsequent general meeting of Parent’s stockholders, Parent shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts take all necessary action to cause recommend to Parent’s stockholders the election of the nominated Eligible Person as a director, subject to the Director Threshold continuing to be met. If a Key Person becomes a Bad Leaver, such personKey Person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve if then serving on the Board, shall promptly resign from the Board upon the Board’s request; provided, that the right of the Principal Members to nominate an Eligible Person to the Board shall not otherwise be affected by a Key Person becoming a Bad Leaver. If such Eligible Person ceases to serve as a member of the Board reasonably determines that such designee is not so qualifiedduring his or her term of office, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group Principal Members shall have the right to designate a replacement director nominate another Eligible Person to fill the resulting vacancy on the Board, subject to the Director Threshold continuing to be met, in which case Parent shall cause such resulting vacancy (provided that be filled with the Eligible Person nominated by the Principal Members in accordance with this Section 6.9. From such Group would time as the Director Threshold is no longer met, the Principal Members shall, and shall cause their Affiliates to, upon the Company’s request, be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree required to take such actions within their control action as are is necessary to implement promptly remove such Eligible Person from the agreements set forth in this Section 2.01(e). (f) To Board, whereupon the extent not already proposed pursuant to Exhibit 7.11 size of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithautomatically be reduced accordingly.

Board Representation. (a) Each The Company shall take all permissible corporate action such that on the Closing Date the size of the Getty Group Board shall be increased by one (1) member, and the Torrance Group Xxxx X. Xxxxxxx (“Xxxxxxx”) shall have the right to nominate one director be appointed to the Board as a member of Directors the class whose initial term expires at the 2016 annual meeting of Getty Images the Company’s stockholders. (b) After the "BOARD"Closing, the size of the Board shall initially be set at ten (10) whenever members. (c) Subject to Section 2(a), from and after the Closing Date, the Company shall cause Xxxxxxx (or, if Xxxxxxx is unavailable to continue to serve on the Board, such class of directors is subject other person designated by Xxxxxxx and reasonably acceptable to an election; PROVIDEDthe Company) to be nominated by the Company to serve on the Board (such director, HOWEVER, that the Torrance Group shall not have such right “Purchaser Designee”) for so long as Xxxx Xxxxxxxx the Xxxxxxx Family Foundation (or an Affiliate thereof) has beneficial ownership of Shares, Warrants or Warrant Shares, in the aggregate, in an amount equal to at least fifty percent (50%) of the Shares and Warrants issued to the Xxxxxxx Family Foundation on the Closing Date. In the event the Xxxxxxx Family Foundation (or an Affiliate thereof) no longer has beneficial ownership of Shares, Warrants or Warrant Shares in the amount set forth in this Section 3(c), the Company may cause the Purchaser Designee to be replaced with a nominee acceptable to the Company. (d) The Purchaser Designee shall, when up for election, subject to the terms hereof and applicable law, be the Company’s nominee to serve on the Board and the Company shall solicit proxies for the Purchaser Designee to the same extent as it would for any of its other nominees to the Board. The Company’s proxy statement for the election of directors shall include the Purchaser Designee and the recommendation of the Board in favor of election of the Purchaser Designee. (e) For so long as such membership does not conflict with any applicable law or regulation or listing requirement of Nasdaq or other securities exchange on which the Common Stock is an employee of Getty Images and listed for trading (as determined in good faith by the Board), the Purchaser Designee shall be entitled to serve as a member of, or observer to, at such Purchaser Designee’s election, committees of the Board; . (f) Xxxxxxx may, and PROVIDED FURTHER, that such right shall terminate with respect to either Xxxxxxx may request the Torrance Group or the Getty GroupPurchaser Designee to, as the case may be, once such Group beneficially owns fewer than resign, at any time with or without cause. Any vacancy caused by the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% resignation of the then outstanding shares Purchaser Designee shall only be filled with another Purchaser Designee. Any vacancy created by any removal of Common Stockthe Purchaser Designee or an election of Xxxxxxx to defer appointing the Purchaser Designee shall also only be filled with another Purchaser Designee. Such right The Company shall be not take any action to remove the Purchaser Designee or fill a vacancy reserved for the Purchaser Designee in each case without the consent of Xxxxxxx unless and until Xxxxxxx is no longer entitled to the Purchaser Designee in accordance with Section 2(c) above. (g) In addition to any other voting indemnification rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group Purchaser Designee has the right to nominate one director pursuant to the Board pursuant to Section 2.01(a)Transaction Documents and the Company’s Certificate of Incorporation and Bylaws, the Getty Group shall also have the right to appoint the Chairman of Purchaser Designee that serves on the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate enter into, and the Company agrees to enter into, an indemnification agreement, in a replacement form reasonably satisfactory to the Purchaser Designee, concurrent with such Purchaser Designee becoming a member of the Board. The Company shall maintain director and officer insurance covering the Purchaser Designee on the same terms and with the same amount of coverage as is provided to fill other members of the Board. The Company shall reimburse the reasonable expenses incurred by the Purchaser Designee in connection with attending (whether in person or telephonically) all meetings of the Board or committees thereof or other Company related meetings to the same extent as all other members of the Board are reimbursed for such vacancy expenses (provided that or, in case any such Group would expense reimbursement policy shall apply only to non-employee directors, to the same extent as all other non-employee directors). The Purchaser Designee shall be entitled at that time to nominate a director pursuant the same compensation for service on the Board, including, without limitation, cash fees, stock options, deferred share units, restricted stock and other equity and equity-related awards, as is provided to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)other non-employee directors. (fh) To The Company and the extent not already proposed pursuant Purchasers shall take or cause to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose be taken all lawful action necessary to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images ensure at all times as of and following the date hereof. The Board Closing Date that the Company’s Certificate of Directors Incorporation and Bylaws are not inconsistent with the provisions of Getty Images shall consider any proposed appointee in good faiththis Agreement and the Transaction Documents or the transactions contemplated hereby or thereby.

Board Representation. (a) Each of the Getty Group The Corporation and the Torrance Group Stockholders shall have the right take such corporate actions as may be reasonably required to nominate one director to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, ensure that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares the number of Common Stock directors constituting the Board is at all times eight (subject to equitable adjustment in the event of stock splits8), stock dividends and similar events) and (ii) such number the presence of shares of Common Stock as five (5) directors is equal required to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or constitute a Co-Chairman quorum of the Board. (cb) The Stockholders agree Subject to take such actions within their control the terms of this Agreement: (i) So long as are necessary VantagePoint (or its Affiliates) hold at least twenty percent (20%) of the Series A Preferred Shares originally issued to implement the agreements set forth in Sections 2.01(a) it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and 2.01(blike events), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group VantagePoint shall have the right to designate a replacement director two (2) members of the Board (the “VantagePoint Directors”) (who shall initially be Dxxxx Xxxxx and Gxxxx Xxxx). In the event that VantagePoint or its Affiliates hold less than twenty percent (20%) of the Series A Preferred Shares originally issued to fill such vacancy (provided it, the directors that such Group would otherwise be entitled at that time to nominate a director designated by VantagePoint pursuant to this Section 2.01(a(b)(i) shall be designated by the holders of Series C Preferred Shares, Series A Preferred Shares and the shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (ii) So long as RRE (or its Affiliates) hold at least twenty percent (20%) of the Series A Preferred Shares originally issued to it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and like events), RRE shall have the right to designate one (1) member of the Board (the “RRE Director”) (who shall initially be Rxxxxxx XxXxxx). In the event that RRE or its Affiliates hold less than twenty percent (20%) of the Series A Preferred Shares originally issued to it, the director that would otherwise be designated by RRE pursuant to this Section (b)(ii) shall be designated by the holders of Series C Preferred Shares, Series A Preferred Shares and shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (iii) So long as Beechtree (or its Affiliates) holds at least twenty percent (20%) of the shares of Common Stock originally issued to it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and like events), Beechtree shall have the right to designate one (1) member of the Board (the “Beechtree Director”). In the event Beechtree or its Affiliates holds less than twenty percent (20%) of the shares of Common Stock originally issued to it, the director that would otherwise be designated by Beechtree pursuant to this Section (b)(iii) shall be designated by the holders of Series C Preferred Shares, Series A Preferred Shares and holders of shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (iv) So long as First Gen (or its Affiliates) holds at least (a) twenty percent (20%) of the sum of shares of Common Stock or (b) twenty percent (20%) of Series A Preferred Shares originally issued to it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and like events), First Gen shall have the right to designate two (2) members of the Board (the “First Gen Director”). In the event First Gen or its Affiliates holds less than (a) twenty percent (20%) of the shares of Common Stock, or (b) twenty percent (20%) of Series A Preferred Shares originally issued to it, the directors that would otherwise be designated by First Gen pursuant to this Section (b)(iv) shall be designated by the holders of Series C Preferred, Series A Preferred Shares and the holders of shares of Common Stock then outstanding voting together as a single class on an as-if converted basis. (v) Fonds shall have the right to (A) for so long as Fonds (or its Affiliates) holds at least twenty percent (20%) of the Series C Preferred Shares originally issued to it (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, capitalization changes and like events), designate one (1) member of the Board (the “Fonds Director”) and Getty Images (b) for so long as Fonds holds any Series C Preferred Shares, appoint one (l) observer to the Board who shall have the right to receive notice of and attend the meetings of the Board and who shall have the right to address the Board at any of its meetings. In the event Fonds or its Affiliates holds less than twenty percent (20%) of the Series C Preferred Shares originally issued to it, the director that would otherwise be designated by Fonds pursuant to this Section (b)(iv) shall be designated by the holders of Series C Preferred Shares, Series A Preferred Shares and the Stockholders agree to take such actions within their control holders of shares of Common Stock then outstanding voting together as are necessary to implement a single class on an as-if converted basis. (vi) One (1) member of the agreements set forth in this Section 2.01(eBoard shall be the then current Chief Executive Officer of the Corporation (the “CEO Director”). (fvii) To In the extent not already event that (A) the entire Board is comprised of an even number of directors and (B) at a meeting at which all directors are present, there are an equal number of votes cast for and against any proposed pursuant action by the Board (a “Deadlock”), then, subject to Exhibit 7.11 applicable provisions of the Merger AgreementDelaware General Corporation Law, Xxxx Xxxxxxxx may propose the decision of the Board on the matter giving rise to the Board Deadlock shall be made as follows: (1) each of the Fonds Director, the Beechtree Director and one of the Series A Directors of Getty Images non-employees with appropriate industry experience (who shall be designated by the Series A Directors as the “Deadlock Director”) shall be entitled to fill two vacancies a second vote on the Board of Directors of Getty Images as matter and (2) approval of the date hereofmatter giving rise to the Deadlock shall require six (6) of the eleven (11) votes cast. (c) Each designation or any proposal to remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such designation or proposal. The As promptly as practicable, but in any event within ten (10) days, after delivery of such notice, the Secretary of Corporation shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or removal proposed in such notice. Such corporate actions shall include calling a meeting or soliciting a written consent of the Board, and calling a meeting or soliciting a written consent of stockholders. If such meeting or written consent of the Board and stockholders shall not be called or obtained by the Secretary of Directors the Corporation within 10 days, then any director may call such meeting or take steps to obtain such written consent at the expense of Getty Images shall consider any proposed appointee in good faiththe Corporation.

Board Representation. (a) Each Until the Percentage of Outstanding Shares is less than ten percent, (i) the number of directors constituting the full Company Board (the “Board Size”) shall be seven directors, unless the Holder otherwise agrees, and (ii) the Company Board shall not (A) propose or resolve to increase or decrease the Board Size, except as provided in Section 2.1(i), or with the prior written consent of the Getty Group Holder, (B) present a slate of Company Nominees to the Company Shareholders for election to the Company Board that is greater than or fewer than the Board Size or (C) except with the prior written consent of the Holder, and subject to the obligations of the directors of the Company to comply with their fiduciary duties under applicable Law, fail to recommend against any proposal by the Company Shareholders to increase or decrease the Board Size. (b) Subject to Section 2.1(c), Section 2.1(d) and Section 2.1(f), for so long as the Percentage of Outstanding Common Shares is at least forty percent and the Torrance Group Board Size is seven directors, the Company covenants and agrees to nominate for election as directors to the Company Board at any meeting of the Company Shareholders at which directors of the Company are to be elected the Persons designated as follows: (i) the Chief Executive Officer of the Company; (ii) four individuals designated in writing to the Company by the Holder in its discretion pursuant to the Holder’s rights set forth in this Agreement (each an “Altria Nominee” and collectively, the “Altria Nominees”); provided, that (A) all such individuals shall have such skills and experience reasonably consistent with other individuals who hold directorships on companies listed on the TSX, NASDAQ or NYSE, (B) at least one Altria Nominee shall be a “resident Canadian” (as defined in the Act) to the extent such individual must be a “resident Canadian” (as defined in the Act) to satisfy the director residency requirements under the Act and (C) if, in order to prevent the Company from failing to comply with applicable Law, including the rules of any stock exchange on which the Common Shares are then listed, such individual shall satisfy such criteria or, if such criteria can be met as of such nominee’s appointment to the Company Board rather than at the time of nomination without violating the applicable Law, as of such nominee’s appointment to the Company Board; and (iii) two individuals designated by the Company Board who are (A) Independent, (B) solely for purposes of this Section 2.1(b)(iii), an independent director as defined under 311 of the TSX Company Manual, (C) “financially literate” (within the meaning of 1.6 of National Instrument 52-110 – Audit Committees and for purposes of the rules of the TSX and NASDAQ) and (D) one such individual shall be a “resident Canadian” (as defined in the Act) to the extent such individual must be a “resident Canadian” (as defined in the Act) to satisfy the director residency requirements under the Act. (c) Subject to Section 2.1(d), for so long as the Percentage of Outstanding Common Shares is at least forty percent, the Holder shall have the right to nominate one director to designate the Board lowest number of Directors Altria Nominees that constitutes a majority of Getty Images (the "BOARD") whenever such class total number of directors is subject to an election; PROVIDED, HOWEVER, that comprising the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Company Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (bd) For so long as the Getty Group Percentage of Outstanding Common Shares is less than forty percent, but is greater than ten percent, the Holder shall be entitled to designate a number of Altria Nominees that represents its proportionate share of the number of directors comprising the Company Board (rounded up to the next whole number) based on the Percentage of Outstanding Common Shares beneficially owned by the Altria Group; provided, that the requirements with respect to the number of Altria Nominees that shall be Independent and a “resident Canadian” (as defined in the Act) as contemplated by Section 2.1(b)(ii) and Section 2.1(b)(iii), shall be taken into account and adjusted proportionately consistent with the foregoing (in each case rounded up to the next whole number). (e) At least one Altria Nominee shall be Independent as long as (i) the Holder has the right to nominate one director to the Board designate at least three Altria Nominees pursuant to Section 2.01(a)2.1(b)(ii) and (ii) the Percentage of Outstanding Common Shares does not exceed fifty percent. (f) Notwithstanding anything to contrary set forth in this Agreement, during the duration of this Agreement, the Getty Group Chief Executive Officer shall also be a member of the Company Board unless the Company Board (other than the Chief Executive Officer) unanimously determines otherwise. (g) For so long as the Holder is entitled to designate one or more Altria Nominees, the Company shall (i) include the Altria Nominees in the notice of meeting, the management information circular, proxy statement and form of proxy relating to the applicable meeting of Company Shareholders as nominees of management, and (ii) (subject to the obligations of the directors of the Company to comply with their fiduciary duties under applicable Law) recommend in favor of, and solicit proxies from the Company Shareholders in favor of, the election of the Altria Nominees in a manner no less favorable than the manner in which the Company supports other nominees for election at any such meeting. (h) If an Altria Nominee fails to be elected by the Company Shareholders as a director of the Company, the Holder shall have the right to appoint designate such individual as an observer to the Chairman Company Board (each such individual, a “Board Observer”). Each Board Observer shall be entitled to (i) receive notice of and to attend meetings of the Company Board, (ii) take part in discussions and deliberations of matters brought before the Company Board, (iii) receive notices, consents, minutes, documents and other information and materials that are sent to members of the Company Board and (iv) receive copies of any written resolutions proposed to be adopted by the Company Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Company Board, except that the Board Observer will not be entitled to vote on any matters brought before the Company Board and shall not be entitled to any compensation from the Company; provided, however, that all reasonable and documented out-of-pocket expenses of the Board from among Observer shall be reimbursed by the directors Company. (i) In the event that any Altria Nominee ceases to serve as a director of Getty Imagesthe Company for any reason, including the death, disability, resignation, removal or failure of an Altria Nominee to be elected at a meeting of the Company Shareholders, or upon any other vacancy with respect to an Altria Nominee, the Company shall cause the Company Board to appoint as soon as practicable a replacement Altria Nominee in accordance with this Agreement and applicable Law to fill the vacancy caused thereby; PROVIDED, HOWEVERprovided, that the Getty Group shall not have Holder remains eligible to nominate such right for so long as either Xxxx Xxxxxxxx Altria Nominee pursuant to Section 2.1(b) or Xxxx Xxxxx Section 2.1(d). Notwithstanding anything to the contrary set forth in Section 2.1(a), if the Company is prevented by applicable Law from filling a vacancy with an Altria Nominee in accordance with the Chairman or a Co-Chairman foregoing sentence of this Section 2.1(i), the Company Board shall, to the maximum extent permitted by applicable Law, promptly resolve to increase the Board Size until the next meeting of the Company Shareholders and appoint such replacement Altria Nominee(s) to the Company Board. (cj) The Stockholders agree For so long as the Holder is entitled to take such actions within their control as are necessary designate one or more Altria Nominees, a number of Altria Nominees that represents the Holder’s proportionate share of the number of directors comprising the applicable committee (rounded up to implement the agreements set forth in Sections 2.01(anext whole number) and 2.01(b)based on the Percentage of Outstanding Common Shares shall be appointed to each committee established by the Company Board, including, for certainty, any ad hoc committee, special committee, strategic advisory committee or other similarly constituted committee of the Company Board formed for the purposes of, among other things, reviewing, considering or evaluating regulatory issues, strategic initiatives or material transactions involving the Company and/or its Subsidiaries; provided, that, if (i) applicable Law, including the voting rules of their respective any stock exchange on which the Common Shares in favor are then listed and any written policies approved by the Company Board, including any committee charters, would not provide for such proportionate representation, the greatest number of Altria Appointees permitted thereby that is less than such proportionate amount shall be appointed to each such committees, and (ii) no Altria Nominee is Independent, the Holder shall, if permitted by applicable Law, have the right to designate as an observer to the Company Audit Committee one Altria Nominee (with the terms and conditions of the Board nominees designated by the Getty Group and the Torrance Group second sentence of Section 2.1(h) applying mutatis mutandis to this clause (ii)), but in accordance with this Section 2.01no event shall any Altria Nominee be appointed to any Independent Committee if no Altria Nominee is Independent. (dk) Getty Images The Company shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person obtain and use its reasonable best efforts to cause maintain in force a directors’ and officers’ insurance policy, with coverage and on terms acceptable to the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Company Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee The Company shall have the opportunity to specify one additional designee who shall be so included as a nominee subject enter into customary indemnification agreements with any directors nominated to the qualification set forth in the immediately preceding sentenceCompany Board pursuant to this Agreement. (el) In Unless otherwise approved by unanimous resolution of the event that a vacancy is created at any time by Company Board, Xxxxxxx Xxxxxxxxxx shall serve as the death, disability, resignation or removal Chair of any director nominated by the Getty Group or Company Board so long as he also serves as (i) Chief Executive Officer of the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy Company and (provided that such Group would be entitled at that time to nominate ii) a director pursuant to Section 2.01(a)) and Getty Images and of the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)Company. (fm) To Subject to Section 4.4, each Altria Nominee who serves on the extent not already proposed pursuant Company Board or a committee thereof shall be at liberty from time to Exhibit 7.11 time to make disclosure to any member of the Merger Agreement, Xxxx Xxxxxxxx may propose Altria Group of information relating to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider Company or any proposed appointee in good faithCompany Related Person.

Board Representation. (a) Each As long as Benchmark Capital Partners, L.P. or any affiliate thereof ("Benchmark") owns not less than fifty percent (50%) of the Getty Group shares of Series A and Series B Preferred Stock it holds immediately after the Torrance Group Closing (as defined in that certain Series BB Stock Purchase Agreement, dated April 17, 1998, among the Company and one of the Investors) (or an equivalent amount of Common Stock issued upon conversion thereof), it shall have be entitled to designate one (1) of the right two (2) representatives which the holders of the Series A and Series B Preferred Stock, voting separately as a single class and not as separate series, are entitled to nominate elect to the Company's Board of Directors ("Board") pursuant to the Company's Amended and Restated Certificate of Incorporation ("Restated Certificate"). As long as Crosspoint Venture Partners 1996 or any affiliate thereof owns not less than fifty percent (50%) of the shares of Series A and Series B Preferred Stock they hold immediately after the Closing (or an equivalent amount of Common Stock issued upon conversion thereof), they shall be entitled to designate one director (1) of the two (2) such representatives which the holders of the Series A and Series B Preferred Stock, voting separately as a single class and not as separate series, are entitled to elect to the Board of Directors of Getty Images pursuant to the Restated Certificate. Each Investor (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images including any successor and a member assign of the Board; rights and PROVIDED FURTHER, that obligations of such right Investor under this Agreement) shall terminate with respect to either the Torrance Group vote a sufficient number of shares of Series A and Series B Preferred Stock (or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject issued upon conversion thereof), to equitable adjustment in elect to the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal Board the representatives designated pursuant to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Sharesthis Section 2.6. (b) For so long Each Founder agrees that he shall not vote to elect to the Board any of the three (3) representatives that holders of Common Stock, voting separately as the Getty Group has the right a class, are entitled to nominate one director elect to the Board pursuant to Section 2.01(athe Restated Certificate without obtaining the prior approval of the holders of a majority of the Series A and Series B Preferred Stock and Common Stock issued upon conversion thereof (calculated on an as converted basis), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group which approval shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) be unreasonably withheld. The Stockholders agree foregoing shall not apply to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithCompany's chief executive officer.

Board Representation. (a) Each For so long as either (i) not less than $1,000,000 of Obligations under the Purchased Debenture remain outstanding or (ii) the Percentage of Outstanding Common Shares is equal to or greater than 10%, (A) the number of directors constituting the full Company Board (the “Board Size”) shall be no more than nine directors, unless Archerwill otherwise agrees, and (B) the Company Board shall not (I) propose or resolve to increase the Board Size, except with the prior written consent of Archerwill, in its sole discretion, (II) present a slate of Company Nominees to the Company Shareholders for election to the Company Board that is greater than the Board Size or (III) except with the prior written consent of Archerwill, in its sole discretion, and subject to the obligations of the Getty Group directors of the Company to comply with their fiduciary duties under applicable Law, fail to recommend against any proposal by the Company Shareholders to increase the Board Size. (b) Subject to Section 3.1(c), for so long as either (i) not less than $1,000,000 of Obligations under the Purchased Debenture remain outstanding or (ii) the Percentage of Outstanding Common Shares is equal to or greater than 10%, and the Torrance Group Board Size is no more than nine directors, the Company covenants and agrees to nominate for election as directors to the Company Board at any meeting of the Company Shareholders at which directors of the Company are to be elected two individuals designated in writing to the Company by Archerwill in its discretion pursuant to Archerwill’s rights set forth in this Agreement (each an “Archerwill Nominee” and collectively, the “Archerwill Nominees”); provided, that (A) all such individuals shall have such skills and experience reasonably consistent with other individuals who hold directorships on companies listed on the Exchange, (B) each Archerwill Nominee shall acknowledge to the Company that, upon appointment to the Company Board, such Archerwill Nominee shall be required to act in accordance with its fiduciary duties and otherwise in accordance with applicable Law, including as to disclosure of any interest that such Archerwill Nominee has in a material contract or material transaction, whether made or proposed, with the Company, as required pursuant to the Canada Business Corporations Act, and (C) if, in order to prevent the Company from failing to comply with applicable Law, including the rules of any stock exchange on which the Common Shares are then listed, such individual shall satisfy such criteria or, if such criteria can be met as of such nominee’s appointment to the Company Board rather than at the time of nomination without violating the applicable Law, as of such nominee’s appointment to the Company Board. (c) For greater certainty, for so long as either (i) not less than $1,000,000 of Obligations under the Purchased Debenture remain outstanding or (ii) the Percentage of Outstanding Common Shares is equal to or greater than 10%, Archerwill shall have the right to nominate one director for election as directors to the Company Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (iA) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) two individuals; and (iiB) such a number of shares of Common Stock as is equal to 2% individuals that represents 2/9ths of the then outstanding shares number of Common Stock. Such right shall be in addition directors comprising the Company Board (rounded up to any other voting rights that each Stockholder may have with respect to its Sharesthe next whole number). (bd) For so long as Archerwill is entitled to designate one or more Archerwill Nominees, the Getty Group has Company shall (i) include the right to nominate one director Archerwill Nominees in the notice of meeting, the management information circular, proxy statement and form of proxy relating to the applicable meeting of Company Shareholders as nominees of management, and (ii) (subject to the obligations of the directors of the Company to comply with their fiduciary duties under applicable Law) recommend in favor of, and solicit proxies from the Company Shareholders in favor of, the election of the Archerwill Nominees in a manner no less favorable than the manner in which the Company supports other nominees for election at any such meeting. (e) The Company shall not do anything to frustrate or hinder the election of the Archerwill Nominees, including supporting any competing nominee for election as directors to the Company Board in any manner whatsoever. (f) Notwithstanding anything in this Agreement to the contrary, a failure by Archerwill to designate any and all Archerwill Nominees that it is entitled to designate pursuant to this Section 2.01(a)3.1 at any time shall not restrict the ability of Archerwill to designate such Archerwill Nominees at any time in the future. (g) If an Archerwill Nominee fails to be elected by the Company Shareholders as a director of the Company, the Getty Group Archerwill shall also have the right to appoint designate such individual as an observer to the Chairman Company Board (each such individual, a “Board Observer”). Each Board Observer shall be entitled to (i) receive notice of and to attend meetings of the Company Board, (ii) take part in discussions and deliberations of matters brought before the Company Board, (iii) receive notices, consents, minutes, documents and other information and materials that are sent to members of the Company Board, and (iv) receive copies of any written resolutions proposed to be adopted by the Company Board, including any resolution as approved, each at substantially the same time and in substantially the same manner as the members of the Company Board, except that the Board Observer will not be entitled to vote on any matters brought before the Board. The Board Observer will not be entitled to any compensation from the Company; provided, however, that all reasonable expenses of the Board Observer shall be reimbursed by the Company. (h) In the event that any Archerwill Nominee ceases to serve as a director of the Company for any reason, including (A) death, disability, resignation, or removal, (B) the failure of an Archerwill Nominee to be elected at a meeting of the Company Shareholders, (C) upon any other vacancy with respect to an Archerwill Nominee, or (D) upon the inability of any Archerwill Nominee to serve as director of the Company pursuant to applicable Laws, including any circumstances where such Archerwill Nominee is unable or not permitted to serve as director in connection with obtaining any required security clearance necessary for occupying any of the prescribed roles under the Cannabis Act necessary for the Company or the Subsidiaries to maintain their licences, authorizations, approvals, or registrations under the Cannabis Act, the Company shall cause the Company Board to appoint as soon as practicable a replacement Archerwill Nominee in accordance with this Agreement and applicable Law to fill the vacancy caused thereby; provided that Archerwill remains eligible to nominate such Archerwill Nominee pursuant to Section 3.1(b) or Section 3.1(c). Notwithstanding anything to the contrary set forth in Section 3.1(a), if the Company is prevented by applicable Law from among filling a vacancy with an Archerwill Nominee in accordance with the directors foregoing sentence of Getty Images; PROVIDEDthis Section 3.1(h), HOWEVERthe Company Board shall, that to the Getty Group shall not have maximum extent permitted by applicable Law, promptly resolve to increase the Board Size until the next meeting of the Company Shareholders and appoint such right for replacement Archerwill Nominee(s) to the Company Board. (i) For so long as either Xxxx Xxxxxxxx (i) not less than $1,000,000 of Obligations under the Purchased Debenture remain outstanding or Xxxx Xxxxx (ii) the Percentage of Outstanding Common Shares is the Chairman equal to or a Co-Chairman greater than 10%, Archerwill is entitled to designate one of the Archerwill Nominees, to be appointed to each committee established by the Company Board, including, for certainty, any ad hoc committee, special committee, strategic advisory committee or other similarly constituted committee of the Company Board formed for the purposes of, among other things, reviewing, considering or evaluating regulatory issues, strategic initiatives or material transactions involving the Company and/or its Subsidiaries; provided that, if no Archerwill Nominee is Independent, Archerwill shall, if permitted by applicable Law, have the right to designate as an observer to the Company Audit Committee one Archerwill Nominee (with the terms and conditions of the second sentence of Section 3.1(g) applying mutatis mutandis), but in no event shall any Archerwill Nominee be appointed to any Independent Committee if no Archerwill Nominee is Independent; provided, further, that if Archerwill provides written notice to the Company Board that it is electing to exercise its right under Section 2.1, any Archerwill Nominee appointed to, or acting as an observer of, an Independent Committee formed for the purpose of considering an Acquisition Proposal shall withdraw from such Independent Committee. (cj) The Stockholders agree Subject to take such actions within their control as are necessary to implement Section 5.4 and the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor obligations of the directors of the Company to comply with their fiduciary duties under applicable Law, each Archerwill Nominee who serves on the Company Board nominees designated by or a committee thereof shall be at liberty from time to time to make disclosure to any member of the Getty Archerwill Group and of information relating to the Torrance Group in accordance with this Section 2.01Company or any Company Related Person. (dk) Getty Images The Company shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause maintain in force a directors’ and officers’ insurance policy, with coverage and on terms no less favourable to the election directors and officers of such person, unless the Board of Directors of Getty Images, Company in the exercise opinion of its fiduciary dutiesthe Archerwill Nominees, reasonably acting reasonably. The Company shall determine that enter into customary indemnification agreements with each Archerwill Nominee in a form acceptable to such person is not qualified to serve on the BoardArcherwill Nominee. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that the Company consolidates with, merges with or into, or sells, conveys, transfers, leases or otherwise disposes of all or substantially all of its property and assets (in one transaction or a vacancy series of related transactions) to any Person and the Company is created at any time by not the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Groupsurviving entity, the nominating Group Company shall have the right cause any successor entity to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth assume in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 writing all of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as obligations of the date hereof. The Board of Directors of Getty Images shall consider Company under any proposed appointee in good faithsuch indemnification agreement.

Board Representation. (ai) Each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the Getty Group Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to be voted, or cause a written consent in lieu thereof to be executed, to elect a Board to be composed as follows: (A) Subject to Section 2.1(b)(ii) and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDEDv), HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx a Founder Group meets the Founder Group Minimum Ownership Condition, such Founder Group shall be entitled to designate one (1) director (each, a “Founder Designee”); provided that if (x) neither Founder Group meets the Founder Group Minimum Ownership Condition individually, but collectively, both Founder Groups Beneficially Own, in the aggregate, a number of Securities representing an Ownership Percentage of at least 5% and (y) neither Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is an employee associated with such Founder Group then the Founder Groups (collectively) shall be entitled to designate one (1) director (a “Joint Founder Designee”), provided, further, that, if one Founder Group has made any Transfer other than Transfers to the Permitted Group of Getty Images the Founder who is associated with such Founder Group but the other Founder Group has not, and the condition in clause (x) of the preceding proviso has been met, then the condition in clause (y) of the preceding proviso will be deemed to have been met and the Founder whose Founder Group has not made any Transfer other than Transfers to the Permitted Group of such Founder shall be entitled to designate such Joint Founder Designee; and (B) The Sponsor shall have the right, but not the obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly authorized committee of the Board shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a director of the Company and taking into account any director continuing to serve without the need for re-election, the number of Blackstone Designees (as defined below) serving as directors of the Company will be equal to: (i) if the Sponsor and its affiliates collectively Beneficially Own 50% or more of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Sponsor and its Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Sponsor and its Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Sponsor and its Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Sponsor and its Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Common Stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “Blackstone Designee”). (each director so designated by a Founder Group or Sponsor, a “Designee”); provided that if a Founder Group is entitled to only one Designee, such Designee shall be the applicable Founder of such Founder Group unless such Founder cannot serve on the Board due to death or disability; provided, further, that in the event a Founder Group is entitled to one Designee but the applicable Founder of such Founder Group cannot serve on the Board due to death or disability, such Designee shall be chosen by the other Founder, which individual must have relevant industry experience and such surviving Founder shall consult with the Blackstone Designees prior to choosing such Designee; provided, further, in the event both Founder Groups are entitled to each designate one Designee but both Founders are unable to serve on the Board due to death or disability, each such Designee shall be chosen by their respective Founder Groups, which individual must have industry experience and be reasonably acceptable to the Blackstone Designees (such approval shall not be unreasonably withheld, conditioned or delayed). (ii) Subject to Section 2.1(b)(i)(A), if at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, then such Founder Group’s right to designate, nominate and replace any member of the Board; and PROVIDED FURTHERBoard (other than a Joint Founder Designee, that such right if applicable) shall terminate with respect and reduce to either the Torrance zero (0) directors, and such Founder Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject agrees to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to promptly thereafter cause its Shares. (b) For so long as the Getty Group has the right to nominate one Designee director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board tender his or her immediate resignation from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (eiii) In the event that a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any director nominated by Designee director, only the Getty Founder Group or Stockholder that designated such deceased, disabled, retired, resigning or removed Designee may designate another individual (the Torrance Group, the nominating Group shall have the right to designate a replacement director “Replacement Nominee”) to fill such vacancy (provided that such Group would be entitled at that time to nominate and serve as a director pursuant on the Board and each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to Section 2.01(a)) and Getty Images and all of the Stockholders agree Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to take be voted, or cause a written consent in lieu thereof to be executed to elect such actions within their control as are necessary Replacement Nominee to implement the agreements set forth in this Section 2.01(e)Board. (fiv) To the extent not already proposed Directors are subject to removal pursuant to Exhibit 7.11 the applicable provisions of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board Certificate of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as Incorporation of the date Company; provided, however, for as long as this Agreement remains in effect, (x) the Blackstone Designees may only be removed with the consent of the Sponsor, (y) each Founder Designee may only be removed with the consent of the applicable Founder Group that designated such Founder Designee and (z) the Joint Founder Designee may only be removed with the consent of both Founder Groups, in each case delivered in accordance with Section 7.13 hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. Except as otherwise specified in this Section 6.2, ISC shall at all times be permitted to designate a percentage of the members of the board of directors of PSH, Penske Speedways Holding, PSI and The California Speedway Corporation equal to the greater of (i) twenty percent (20%) or (ii) the percentage of stock ownership of ISC in PSH as adjusted from time to time to reflect changes in such percentage; provided, however, ISC's representation on each of such boards of directors, shall never be less than (a) Each two (2) individuals as long as ISC owns at least ten percent (10%) of the Getty Group issued and outstanding stock of PSH or (b) one (1) individual as long as ISC owns at least two percent (2%) of the Torrance Group issued and outstanding stock of PSH. In addition, as long as ISC is permitted to have at least two members on a board, at least one (1) of ISC's representatives on each of such boards shall have serve on any executive or similar committee that may be created by the right board. If Penske Speedways Holding, PSI or any of the Subsidiaries becomes a Public Company in which Penske Corp. or its Affiliates own less than fifty percent (50%) of the issued and outstanding voting stock, then Penske Corp. cannot guarantee ISC's representation on the board of directors of the Public Company, but Penske Corp. shall use its best efforts (but at no expense to nominate one director Penske Corp. or its Affiliates) to cause PSH to cause to be elected to the Board of Directors of Getty Images such Public Company two (2) individuals designated by ISC far as long as ISC owns at least ten percent (10%) of the "BOARD"issued and outstanding stock of PSH or one (1) whenever such class individual designated by ISC for as long as ISC owns at least two percent (2%) of the issued and outstanding stock of PSH. The shareholders of PSH and each of the members of the PSH Affiliated Group shall vote their shares in favor of ISC's nominees to the board of directors is subject in accordance with the terms of this Section 6.2. ISC shall be permitted to send an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member observer to any meeting of the Board; board of directors of any of the members of the PSH Affiliated Group which is not a Public Company and PROVIDED FURTHER, that such right shall terminate with respect to either which ISC has not designated a director. ISC shall be provided the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock same notice as is equal provided to 2% the members of the then outstanding shares board of Common Stock. Such right shall be in addition to any other voting rights that directors (but not less than five (5) business days notice) of each Stockholder may have board of directors meeting with respect to its Shareswhich it is permitted to send an observer. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each of On or prior to the Getty Group and the Torrance Group shall have the right to nominate one director to Closing Date, the Board of Directors of Getty Images (the "BOARD") whenever Company shall be expanded by two positions, and Michxxx X. Xxxxxx xxx John X. Xxxxx xxxll be appointed to fill the vacancies created by such class of directors is subject to an election; PROVIDEDexpansion with Mr. Xxxxx xxxignated as a Class I director and Mr. Xxxxxx xxxignated as a Class III director. Thereafter, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is Purchasers and the Permitted Transferees own, in the aggregate, at least the Required Interest, Purchasers shall be entitled to designate an employee aggregate of Getty Images two directors on the management slate of nominees to the Company's Board of Directors (the "Purchaser Designees") (with MSP having the right to designate one director and MSREF III having the right to designate one director) except the foregoing number of directors shall be reduced to the extent one or more Purchaser Designees have been elected to and are serving on the Board of Directors and are in a member class of directors not currently standing for re-election. In the event that the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Required Interest but equal to or greater than the Minimum Interest and Purchasers currently have two Purchaser Designees serving on the Board of Directors, then Purchasers shall cause one of the Board; two Purchaser Designees to resign within 10 Business 37 Days, the Board of Directors shall be reduced by one member and PROVIDED FURTHERthereafter MSP shall be entitled to designate one member on the management slate of nominees to the Company's Board of Directors (until such time as the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Minimum Interest, that such right whereupon Purchasers shall terminate with respect within 10 Business Days cause the remaining Purchaser Designee to either resign and Purchasers shall have no further rights under this Section) except the Torrance Group or foregoing shall not apply to the Getty Groupextent MSP's Purchaser Designee has been elected to and is serving on the Board of Directors and is in a class of directors not currently standing for re-election. At least 90 days prior to each annual meeting of shareholders at which a Purchaser Designee will stand for election, MSREF III and MSP, as the case may be, once shall provide written notice to the Company indicating the Purchaser Designee to be nominated by each such Group beneficially owns fewer than 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 the greater of Exchange Act (i) 3,000,000 shares of Common Stock (subject including such Person's written consent to equitable adjustment being named in the event of stock splits, stock dividends related proxy statement as a nominee and similar events) and (ii) such number of shares of Common Stock to serving as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Sharesa director if elected). (b) For so long The Company shall use its reasonable best efforts at all times to take such action as is necessary to ensure that the Getty Group has nominating committee of the right Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to nominate one director the shareholders of the Company and the shareholders of the Company shall elect the Purchaser Designees 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 shareholders by the Board of Directors pursuant to Section 2.01(a4.10(a), the Getty Group nominating committee of the Board (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 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 Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the nominating committee (or the full Board if there is no nominating committee) shall also inform the Purchaser who nominated such Purchaser Designee of such determination, and such Purchaser shall then have the right to appoint propose an alternative Purchaser Designee who is reasonably acceptable to the Chairman Company. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (including, without limitation, any director compensation and grants of stock options under the 1998 Non-Employee Director Plan) provided to the other members of the Board from among of Directors of the directors Company. (c) If at any time Purchasers and the Permitted Transferees are entitled to designate one or more nominees to the Board of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall Directors pursuant to this Section 4.10 and Purchasers do not have such right for a representative on the Board, so long as either Xxxx Xxxxxxxx Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest, the Company shall permit two representatives (or Xxxx Xxxxx in the case that Purchasers are entitled to designate only one nominee to the Board, only one representative) of Purchasers (which representatives shall be acceptable to the Company in its reasonable discretion) to attend, but not vote, as observers at each meeting of the Board of Directors or any committee of the Board empowered to act with full authority of the entire Board, including telephonic meetings, provided that each such representative executes and delivers to the Company a confidentiality agreement in a form reasonably satisfactory to the Company prior to attendance at any such meetings. The Company shall cause notice of any meeting of the Board of Directors or any such committee of the Board to be delivered to any such representatives at the same time and in the same manner as notice is given to the Chairman members of the Board of Directors. Such representatives will be entitled to receive all written materials given to the members of the Board of Directors in connection with such meetings at the time such materials and information are given to the Board of Directors. The Company shall reimburse such representatives for his or a Coher reasonable out-Chairman of-pocket expenses incurred in connection with attending meetings of the Board of Directors or any such committee of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images For so long as any Purchaser or Permitted Transferee has the right to designate at least one director on a management slate of nominees to the Company's Board of Directors, the Company shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election Board of such person, unless Directors and the shareholders of the Company not to increase the number of members of the Board of Directors above nine without the prior written consent of Getty Imageseach Purchaser and Permitted Transferee (unless such increase is required to comply with Applicable Law), which consent may be withheld in each Purchaser's and Permitted Transferee's reasonable discretion. In the exercise event of its fiduciary dutiesa vacancy (either by death, reasonably removal or resignation) of a director other than a Purchaser Designee which does not cause the total number of directors to be less than seven, the Company shall determine that such person is not qualified use reasonable best efforts to serve on the Board. If cause the Board reasonably determines that of Directors not to appoint a replacement to fill such designee is not so qualifiedvacancy without the prior written consent of each Purchaser and Permitted Transferee (unless required to comply with Applicable Law and the Company's bylaws), the Group designating such nominee shall have the opportunity to specify one additional designee who shall which consent may be so included as a nominee subject to the qualification set forth withheld in the immediately preceding sentenceeach Purchaser's and Permitted Transferee's reasonable discretion. (e) In Each Purchaser Designee shall be entitled to serve on any standing committee of the event Board except to the extent the Purchaser Designee's participation would cause the Purchaser Designees' participation on such committee to exceed their proportionate representation on the full Board, PROVIDED, HOWEVER, that a vacancy is created at any time by least one Purchaser Designee may serve on each standing committee selected in accordance with this subsection (e). Subject to the deathpreceding sentence, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group MSREF III and MSP shall each have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled select the committees of the Board on which its Purchaser Designee will serve. The Company shall use its reasonable best efforts at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control all times as are is necessary to implement ensure that each Purchaser Designee is appointed to all such committees of the agreements set forth in this Section 2.01(e)Board of Directors. (f) To For so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest and the Purchaser Designees are serving on the Board of Directors, Purchasers shall, and shall cause the Permitted Transferees, to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of electing directors to the Board, or, to the extent not already proposed pursuant to Exhibit 7.11 permitted by the Company's Restated Articles of Organization and Amended and Restated Bylaws and by Applicable Law, in any written consent executed in lieu of such a meeting of shareholders, for election of the Merger management slate of nominees (other than the Purchaser Designees) to the Company's Board of Directors. The Purchasers shall and shall cause the Permitted Transferees to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of approving the issuance of the shares under this Agreement in favor of such issuance and the transactions contemplated by this Agreement. (g) Subject to availability on reasonable terms and at a reasonable cost, Xxxx Xxxxxxxx may propose for so long as any Purchaser Designee remains on the Board of Directors, the Company shall use reasonable best efforts to maintain directors' and officers' liability insurance with financially sound and reputable insurers at a level of coverage of at least $10,000,000. (h) It is understood and agreed that the Company's Board of Directors is subject to fiduciary duties under Applicable Law, and that the Company's shareholders have rights with respect to the composition of the Board of Directors under Applicable Law and the Company's Amended and Restated Bylaws. Accordingly, for purposes of Getty Images non-employees with appropriate industry experience this Section 4.10, all obligations of the Company under paragraphs (a), (b), (d) and (e) hereof shall be deemed to fill two vacancies on be "to use reasonable best efforts" to cause the intended action to be taken, recognizing that the Company cannot guaranty what action its Board of Directors of Getty Images as of or stockholders may take in the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithfuture.

Board Representation. (a) Each For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the Getty Group and the Torrance Group aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to nominate one director designate to the Board of Directors a number of Getty Images (individuals who satisfy the "BOARD") whenever such class of directors is subject Director Requirements equal to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns one director fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 250% of the then outstanding shares size of Common Stock. Such right shall be in addition the Board of Directors at any time (rounded up to any other voting rights that each Stockholder may have with respect to its Sharesthe next whole number). (b) For so long as any Holder has beneficial ownership of less than 35% but at least 20% of the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a)aggregate number of Company Shares then outstanding, the Getty Group such Holder shall also have the right to appoint designate to the Chairman Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the size of the Board from among of Directors at any time (rounded up to the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Boardnext whole number). (c) The Stockholders agree For so long as any Holder has beneficial ownership of less than 20% but at least 15% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to take such actions within their control as are necessary designate to implement the agreements set forth in Sections 2.01(aBoard of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) and 2.01(b), including two or (B) 15% of the voting of their respective Shares in favor size of the Board nominees designated by of Directors at any time (rounded up to the Getty Group and the Torrance Group in accordance with this Section 2.01next whole number). (d) Getty Images For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall include have the right to designate to the Board of Directors one individual who satisfies the Director Requirements. (e) For so long as a nominee for Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the person designated by Company’s stockholders for election as directors at each annual meeting of the Getty Group stockholders of the Company (and/or in connection with any election by written consent) and the Torrance Group in accordance with Section 2.01(a) and Company shall nominate such person and use its reasonable best the same efforts to cause the election of such person, unless nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of Getty Images, in the exercise election of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencenominee(s). (ef) Until immediately prior to the time at which the ABS Control Group ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, the ABS Control Group shall vote its Company Shares to set the size of the Board of Directors at 13 individuals. For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 13 individuals. (g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any director nominated by the Getty Group or the Torrance Groupsuch nominee to be elected, the nominating Group Holder who nominated or designated such director shall have the right to designate a replacement director who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause such vacancy (provided that to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the Board of Directors shall promptly elect such Group would be entitled at that time designee to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)Board of Directors. (fh) To For so long as a Sponsor indirectly beneficially owns at least 10% of the extent aggregate number of Company Shares then outstanding but does not already proposed have (pursuant to Exhibit 7.11 a designation made by Investor Holdco or otherwise) a representative of such Sponsor on the Merger AgreementBoard of Directors, Xxxx Xxxxxxxx may propose such Sponsor shall have the right to designate an observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time for so long as such Sponsor has a right to designate an Observer. (i) An Observer may attend any meeting of Getty Images non-employees with appropriate industry experience the Board of Directors, provided, that no Observer shall have the right to fill two vacancies on vote or otherwise participate in the Board of Directors of Getty Images as meeting in any way other than to observe any applicable meeting of the date hereofBoard of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time as the other members of the Board of Directors and shall be given copies of all documents, materials and other information as and when given to other members of the Board of Directors, provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, the Observer shall be excluded from attending any meeting of the Board of Directors or receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the Board of Directors. The Board of Directors or any committee thereof shall have the right to exclude an Observer from any meeting or portion thereof in the sole discretion of Getty Images a majority of the members in attendance at such meeting. Each Observer shall consider be a natural person. (j) Notwithstanding the foregoing provisions of this Section 2.01, XXX ACI shall not have any proposed appointee in good faithright to designate individuals to the Board of Directors or as an Observer regardless of XXX ACI’s beneficial ownership of Company Shares.

Board Representation. (a) Each At all times from and after --------------------- the date hereof, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Getty Group and the Torrance Group Board): (i) so long as TDF is Qualified, TDF shall have the right to nominate one director appoint two Directors pursuant to the Board terms of Directors of Getty Images the Class A Stock set forth in the Charter (the "BOARDTDF Designees") whenever such class of directors is subject to an electionand the initial TDF Designees shall be Michel ------------- Azibert and Xxxxx Xxxxxxxxx; PROVIDEDprovided, HOWEVERhowever, that the Torrance Group shall if TDF is not have -------- ------- Qualified, such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member members of the Board; and PROVIDED FURTHERTDF Group shall, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Ownership Interest of the TDF Group has the right to nominate one director to the Board pursuant to Section 2.01(a)is at least 5.0%, the Getty Group shall also have the right to appoint a Director pursuant to the Chairman terms of such Class A Stock (the Board from among the directors of Getty Images"TDF --- Designee"); PROVIDED, HOWEVER, that the Getty Group shall not have such right for -------- (iii) so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman Initial Stockholder Group maintains an Ownership Interest, the members of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement Initial Stockholder Group holding in the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor aggregate a majority of the Board nominees designated aggregate number of Shares held of record by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Initial Stockholder Group shall have the right to designate one nominee for election as a replacement director Director (the "Initial Stockholder Designee"), it being ---------------------------- understood that the Initial Stockholder may be such nominee; (iv) the Chief Executive Officer of the Company shall have the right to fill designate one nominee for election as a Director (the "CEO Designee"); ------------ (v) so long as the Ownership Interest of the Centennial Group is at least 5.0%, the members of the Centennial Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Centennial Group shall have the right to designate one nominee for election as a Director (the "Centennial Designee"); ------------------- (vi) so long as the Ownership Interest of the Berkshire Group is at least 5.0%, the members of the Berkshire Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Berkshire Group shall have the right to designate one nominee for election as a Director (the "Berkshire Designee"); ------------------ (vii) so long as the Ownership Interest of the Nassau Group is not less than the Ownership Interest of the Nassau Group immediately following the closing of the IPO, the members of the Nassau Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nassau Group shall have the right to designate one nominee for election as a Director (the "Nassau Designee"); and --------------- (viii) all Directors other than the Designees ("General Directors") ----------------- shall be nominated in accordance with the Charter and By-laws; provided, -------- however, that immediately upon the effectiveness of this Agreement, the ------- Company, through the Board, shall cause to be duly appointed to the Board at least four Independent Directors (including for the avoidance of doubt, the Independent Director designated for nomination by TDF as set forth below); provided, however, that TDF shall have a one-time right, -------- ------- exercisable upon the Closing, to designate one such vacancy Independent Director for nomination as a Director, which designee shall be Xx. Xxxxxxx X. Murphy. For purposes of this Section 3.02(a)(viii), Xx. Xxxxxx X. McKenzie, Xx. X. Landis Xxxxxx and Xx. Xxxxxx X. Hutcheson, Jr. shall be deemed to be Independent Directors. (provided b) Without limiting the generality of Section 3.02(a), in the event that at any time after the date hereof the number of Directors designated by a Group pursuant to Section 3.02(a) differs from the number that such Group would be entitled at has the right (and desire) to designate, (i) if the number of such Directors exceeds such number, such Group shall promptly take all appropriate action to cause to resign that time number of Directors designated by such Group as is required to nominate a director pursuant to Section 2.01(a)) and Getty Images and make the Stockholders agree to take remaining number of such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose Directors conform to the provisions of this Agreement or (ii) if the number of such Directors otherwise is less than such number, the Board of Directors of Getty Images non-employees with appropriate industry experience shall take all necessary action to fill two create sufficient vacancies on the Board to permit such Group to designate the full number of Directors which it is entitled (and desires) to designate pursuant to the provisions of Getty Images as this Agreement (such action may include but need not be limited to seeking the resignation or removal of Directors or, at the request of such Group and/or calling a special meeting of the date hereofstockholders of the Company for the purpose of removing Directors to create such vacancies to the extent permitted by applicable law). The Upon the creation of any vacancy pursuant to the preceding sentence, such Group shall designate a nominee to fill any such vacancy in accordance with the provisions of this Agreement and the Board shall elect each nominee so designated. (c) Subject to TDF's right pursuant to Section 3.02(a)(viii), no Group shall be entitled to designate any nominee for election as a Director under more than one paragraph of Directors of Getty Images shall consider any proposed appointee in good faiththis Section 3.02.

Board Representation. (a) Each As used herein "Required Number of Directors" shall mean a number of members of the Getty PVI Board determined as follows: From and after the Closing Date, if the number of shares of PVI Common Stock held by the Seller Group represents a percentage of all outstanding then the number of Required PVI Common Stock that is Directors is --------------------------------------------- --------------------------- Greater than 10% 3 Greater than 3% but less than or equal to 10% 1 provided that from and after the Torrance first date after the Closing Date on which the number of shares of PVI Common Stock held by the Seller Group shall have is less than fifty percent (50%) of the right to nominate one director to number of shares of PVI Common Stock held by the Board Seller Group immediately following the Closing, the Required Number of Directors shall be reduced to zero. From and after the Closing Date, the Purchaser agrees to take such action as may be necessary to (i) nominate and recommend for election the Required Number of Getty Images Directors designated by the Seller; (the "BOARD"ii) whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so as long as Xxxx Xxxxxxxx the Required Number of Directors is an employee at least one (1), nominate as a director of Getty Images each of (w) the Corporation, (x) any entity of which the Corporation is a Subsidiary (other than any entity of which the Purchaser is a direct or indirect Subsidiary), (y) any entity which is a Subsidiary of the Corporation and (z) any Subsidiary of the Purchaser as to which a member of the Board; PVI Board who is not a full-time employee of the Purchaser is then serving as a director which Subsidiary is actively undertaking business or has conducted or proposes to conduct any debt or equity financing other than with the Purchaser or any of its Subsidiaries, one (1) individual designated by the Seller and PROVIDED FURTHERat any time when the Purchaser or any of its Subsidiaries owns a majority of the voting securities of such entity cause the election as a director of such designee at each annual meeting of shareholders of such entity, provided that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and this subsection (ii) such number of shares this Section 7.1(a) shall not apply to the board of Common Stock as is equal to 2% directors of the then outstanding shares Corporation at any time when Davix Xxxx xx Robexxx Xxxxxxxx xx a member of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. such board of directors; and (biii) For so as long as the Getty Group has the right to nominate Required Number of Directors is at least one director to the Board pursuant to Section 2.01(a(1), the Getty Group shall also have the right appoint to appoint the Chairman such committees of the PVI Board from among as the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group Seller shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group request and the Torrance Group in accordance with this Section 2.01. (d) Getty Images nominating committee shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate approve, such person and use its reasonable best efforts approval not to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy unreasonably withheld (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) committees shall constitute not less than one-half of the committees of the PVI Board and Getty Images shall include the nominating committee and the Stockholders agree to take executive committee at any time when such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). committees exist) one (f1) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose members of the PVI Board that was designated by the Seller. The initial designees of the Seller to the PVI Board shall be Emilxx Xxxxxx, Xximx Xxxxx Xxxhx xxx Eduaxxx Xxxx. Xxe Purchaser or its Subsidiary, as applicable, shall provide the Seller with not less than 75 days' prior notice of Directors of Getty Images non-employees with appropriate industry experience any meeting at which directors are to fill two vacancies on be elected. The Seller Shall give notice to the Board of Directors of Getty Images as Purchaser or its Subsidiary no later than 60 days prior to such meeting of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.persons

Board Representation. (a) Each At the Closing, unless the Purchase Price is, at the election of the Getty Group and the Torrance Group Buyer, paid all in cash, as provided in Section 1.04(b)(2)(iii), Seller shall have the right to nominate Board representation proportionate to the ownership percentage represented by its holdings relative to the total outstanding shares of 2d Stock, calculated on a non-diluted basis (as hereinabove defined) and rounded downward to the nearest whole number but not less than one director ("Proportionate Representation"); provided, however, such representation shall be by Mark Xxxx ("Xyne") or Kevix Xxxxxxxxxx ("Xermeister") or any other person designated by the Seller and approved by 2d each in its complete discretion. Thereafter, so long as the Seller continues to hold not less than one-half of the 2d Stock issued to the Seller pursuant hereto, the Seller will be entitled to at least one seat on the Board of Directors of Getty Images (2d, and at the "BOARD") whenever such class request of directors is subject the Seller, 2d shall hold meetings of its Board of Directors not less frequently than four times a year, at which management of 2d shall discuss 2d's performance, prospects and strategies. Until the Disposition Date, 2d shall also cause Dyne, Bermeister or a designee of the Seller approved by 2d to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long be nominated as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, Board of Directors of 2d as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% one of the then outstanding shares nominees nominated by 2d's Board of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a)Directors, the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause Dyne, Bermeister or a designee of the election Seller approved by 2d to be elected as such. So long as the Seller is entitled to Board representation, Seller shall also be entitled to proportionate representation, as determined by the first sentence of such personthis Section 4.07(a), unless on each committee of the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors and each committee of Getty Images as each subsidiary of 2d. At least one of Dyne, Bermeister or the designee of the date hereof. The Seller approved by 2d shall initially hold a Board seat with the longest remaining term prior to the next election of Directors, if the 2d Board of Directors is divided into classes of Getty Images Directors having multiple-year terms expiring in successive years. Notwithstanding the foregoing, in the event of a transfer of shares of 2d Stock issued to the Seller pursuant hereto and of the rights of the Seller granted hereunder other than an assignment in accordance with Section 9.05 of this Agreement, the Seller's right to one or more Board seats and related rights shall consider any proposed appointee in good faith.terminate,

Board Representation. (a) Each HMTF, the Company and each Holder shall take all actions within their respective power, including, but not limited to, the voting of the Getty Group and the Torrance Group shall have the right Common Stock, required to nominate one director to cause the Board of Directors of Getty Images the Company to at all times consist of at least 5 directors to be designated as follows: (i) one member (the "BOARDFojtxxxx Xxxignee") whenever shall be a designee of Holders of 50% or more of the Registrable Shares then owned by the Fojtxxxx Xxxup (excluding the Registrable Shares owned by Howaxx X. Xxxxxx xxx his Permitted Transferees) as long as the Fojtxxxx Xxxup (excluding Howaxx X. Xxxxxx xxx his Permitted Transferees) owns beneficially more than the Fojtxxxx Xxxership Threshold; provided that, if the Fojtxxxx Xxxup (excluding Howaxx X. Xxxxxx xxx his Permitted Transferees) owns beneficially less than the Fojtxxxx Xxxership Threshold, then such class director shall be designated by the HMC Group; (ii) one member (the "Heritage Designee") shall be a designee of the Holders of 50% or more of the Registrable Shares then owned by Heritage Group as long as the Heritage Group owns beneficially more than 3.965 percent of the Fully-Diluted Common Stock; provided that, if the Heritage Group owns beneficially 3.965 percent or less of the Fully-Diluted Common Stock, then such director shall be designated by the HMC Group; and (iii) all other members shall be designees of the HMC Group (each, an "HMC Group Designee"). Each Holder shall vote his or its shares of Common Stock at any regular or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders and shall take all other actions necessary to give effect to the agreements contained in this Agreement (including without limitation the election of persons designated by any Group to be elected as directors is subject as described in the preceding sentence) and to an election; PROVIDED, HOWEVER, ensure that the Torrance Group certificate of incorporation and bylaws as in effect immediately following the date hereof do not, at any time thereafter, conflict in any respect with the provisions of this Agreement. In order to effectuate the provisions of this Section 2, each Holder hereby agrees that when any action or vote is required to be taken by such Holder pursuant to this Agreement, such Holder shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images use his or its best efforts to call, or cause the appropriate officers and a member directors of the Board; and PROVIDED FURTHERCompany to call, that such right shall terminate with respect to either a special or annual meeting of stockholders of the Torrance Group or the Getty GroupCompany, as the case may be, once or execute or cause to be executed a consent in writing in lieu of any such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board meetings pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman 228(a) of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman General Corporation Law of the BoardState of Delaware. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each On the Closing Date of the Getty Group Secondary Financing, the Company will appoint three (3) individuals, designated in writing by the Xxxxxxxxx Funds, each of whom meets the qualifications to be a Xxxxxxxxx Nominee and one whom meets the Torrance Group shall have qualifications to be a Xxxxxxxxx Independent Director Nominee, to become and serve as members of the right respective Boards of Directors of the Company and each Bank Entity effective on the date as of which all approvals or clearances required to nominate one director be received from the FRB or the DFI for appointments to the Board of Directors have been received until the Company’s next annual shareholders meeting and until a successor director to each such Xxxxxxxxx Nominee is elected and qualified; provided, however, that notwithstanding the foregoing, if 100% of Getty Images the Purchased Shares are not Beneficially Owned by the Investor at the closing of the Secondary Financing, then the number of individuals the Xxxxxxxxx Funds shall be entitled to nominate to the respective Boards of Directors of the Company and each Bank Entity shall be determined pursuant to subparagraphs (i), (ii), (iii) and (iv) below. Effective upon the their appointment to the Boards of Directors, the three (3) Xxxxxxxxx Nominees referred to in this Section 5(a) will be eligible (but not required) to serve as a member of the respective committees of the Boards of Directors of the Company and each Bank Entity as determined by the Boards of Directors of the Company and each Bank Entity, provided that, each respective Xxxxxxxxx Nominee satisfies requirements in applicable law, rule or regulation with regard to service on such committee. Effective upon the closing of the Secondary Financing, the Xxxxxxxxx Independent Director Nominee, if he or she meets the requirements of Rule 10A 3 under the Exchange Act, will be eligible to serve as a member of the respective Audit Committee of the Board of Directors of the Company as determined by the Board of Directors of the Company. The respective Boards of Directors of the Company and each Bank Entity shall nominate such Xxxxxxxxx Nominees and the Xxxxxxxxx Independent Director Nominee, or any person designated by the Xxxxxxxxx Funds to serve in any Nominee’s place that meets the qualifications to be a Xxxxxxxxx Independent Director Nominee or Xxxxxxxxx Nominee, for election to the respective Boards of Directors of the Company and each Bank Entity for an additional one year term at each meeting of their respective shareholders at which directors are elected, until such time as the Xxxxxxxxx Funds Beneficially Owns a lesser percentage of Purchased Shares as follows (the "BOARD"“Purchased Shares Percentages”): (i) whenever such class Subject in all cases to the limitations set forth in subparagraph (iv) below, if the Xxxxxxxxx Funds Beneficially Own (calculated without duplication) at least 78% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the Xxxxxxxxx Funds may designate three (3) Xxxxxxxxx Nominees, one (1) of whom meets the qualifications to be a Xxxxxxxxx Independent Director Nominee to become and serve as a member of the respective Boards of Directors of the Company and each Bank Entity; (ii) Subject in all cases to the limitations set forth in subparagraph (iv) below, if the Xxxxxxxxx Funds Beneficially Own (calculated without duplication) at least 50% but less than 78% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the Xxxxxxxxx Funds may designate two (2) Xxxxxxxxx Nominees, one (1) of whom meets the qualifications to be a Xxxxxxxxx Independent Director Nominee to become and serve as members of the respective Boards of Directors of the Company and each Bank Entity; (iii) Subject in all cases to the limitations set forth in subparagraph (iv) below, if Xxxxxxxxx Funds Beneficially Own (calculated without duplication) at least 25% but less than 50% of its Purchased Shares measured assuming that the Purchased Shares have been converted into shares of Company Common Stock, the Xxxxxxxxx Funds may designate one (1) Xxxxxxxxx Nominee to become and serve as a member of the respective Boards of Directors of the Company and each Bank Entity; and (iv) Notwithstanding anything to the contrary in this Section 5(a), in no event shall the Xxxxxxxxx Funds be entitled to designate a number of individuals to the respective Boards of Directors of the Company and each Bank Entity which exceeds the product of: (i) the Xxxxxxxxx Funds’ Ownership Percentage, and (ii) as applicable, the total number of directors on the respective Board of Directors of the Company or each Bank Entity, provided that if such product is subject not a whole number, it would be rounded up to an election; PROVIDEDthe next whole number. (b) The Investor shall use its commercially reasonable best efforts as soon as reasonably practicable following the date hereof to identify to the Company the Xxxxxxxxx Independent Director Nominees and have the Xxxxxxxxx Independent Director Nominees complete, HOWEVER, execute and submit the Company’s director questionnaire and provide any other information reasonably requested by the Company’s Board of Directors’ Nominating Committee so that the Torrance Group Nominating Committee can make a determination of whether the Xxxxxxxxx Independent Director Nominees meets the NASDAQ independence standard. The Company shall reasonably cooperate with the Investor in connection with the preparation of such information and shall cause the Nominating Committee to timely review the information concerning the Xxxxxxxxx Independent Director Nominees and make the determination whether (a) if the Xxxxxxxxx Nominees were presently being nominated to the Company Board of Directors that they would meet the NASDAQ independence definition and be deemed independent, and (b) the consummation of the Secondary Financing would not have such right change their determination that the Xxxxxxxxx Independent Director Nominees meet the applicable standard and would be deemed independent if they were presently being nominated to the Company Board of Directors. (c) From and after the closing of the Secondary Financing and for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member the aggregate Ownership Percentages of the Xxxxxxxxx Funds and its Affiliates (calculated without duplication) is at least equal to the Purchased Shares Percentages set forth above, (i) the Company’s and each Bank Entity’s Boards of Directors will nominate the Xxxxxxxxx Funds designee(s) (provided such person(s) meet(s) the qualifications to be a Xxxxxxxxx Independent Director Nominee or a Xxxxxxxxx Nominee, as applicable), for election, and shall recommend to the Company’s and each Bank Entity’s shareholders that they vote to elect such designee, to the Company’s Board of Directors and shall elect or appoint such designees to each Bank Entity’s Board of Directors for an additional one year term at each shareholders meeting at which directors are elected, to the extent consistent with the Board; ’s fiduciary duties and PROVIDED FURTHERsubject to satisfaction of all legal and governance requirements regarding service as a director and, that if required, the reasonable approval of a board nominating committee (such right approval not to be unreasonably withheld or delayed) and (ii) to the extent consistent with the fiduciary duties of the Company’s and each Bank Entity’s Boards of Directors, the Company and each Bank Entity shall terminate with respect each use its commercially reasonable efforts to either have the Torrance Group Xxxxxxxxx Funds designees elected as a director by the Company’s and each Bank Entity’s shareholders, including soliciting proxies and/or written consents for such Xxxxxxxxx Funds designee to the same extent as it does for any of management’s other nominees for election to the Board of Directors. (d) If a Xxxxxxxxx Independent Director Nominee or a Xxxxxxxxx Nominee ceases to serve as a director of the Getty GroupCompany and/or Bank, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to for any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a)reason, the Getty Group Company shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election vacancy or vacancies created thereby to be filled by appointment of such personan individual designated in writing by Xxxxxxxxx Funds, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in Company’s Board of Directors’ reasonable approval of the immediately preceding sentence. (e) In the event that qualifications of such designated individual. If a vacancy Xxxxxxxxx Independent Director Nominee or Xxxxxxxxx Nominee is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose Company for election to the Board of Directors of Getty Images non-employees with appropriate industry experience the Company or any Bank Entity, but fails to fill two vacancies on be elected, then subject to the proviso set forth in Section 5(d) below, the Company or the Bank Entity shall, as soon as practicable thereafter, increase the size of such Board of Directors and, following the procedures set forth above in this Section 5, appoint an individual designated in writing by Xxxxxxxxx Funds who meets the qualification to be a Xxxxxxxxx Independent Director Nominee or Xxxxxxxxx Nominee (such individual to be different from the individual who was not elected) to the Board of Directors of Getty Images the Company or such Bank Entity (as the case may be). (e) If an increase in the size of the date hereof. The Board of Directors is required by Section 5(a) above, and a corresponding increase to maintain an odd number of directors is required, then the Company and/or the Bank Entity shall make such corresponding increase and the respective Board of Directors shall appoint an individual to fill the vacancy created thereby; provided, however, that no increase in the size of the Board of Directors of Getty Images the Company or of any Bank Entity shall be required by Section 5(d) or this Section 5(e) if it would cause the size of the Company’s Board of Directors or any Bank Entity to exceed the maximum size permitted under the Company’s or such Bank Entity’s articles of incorporation or bylaws and, in such event, the Company and/or the Bank Entity, as the case may be, shall use its respective commercially reasonable efforts to amend its articles of incorporation or bylaws to increase the number of directorships necessary to appoint such Xxxxxxxxx Independent Director Nominee or Xxxxxxxxx Nominee or such additional director (as the case may be), including, without limitation, submitting a proposal to amend the articles of incorporation or bylaws to increase the maximum number of authorized directors to a vote of shareholders at the Company’s next annual meeting of shareholders. (f) The Xxxxxxxxx Nominees shall receive the same compensation, indemnification, insurance, advancement of expenses and other similar compensatory rights in connection with his or her role as a non-employee director as the other non-employee members of the Board of Directors, and the Xxxxxxxxx Nominees shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committee thereof, to the same extent as the other non-employee members of the Board of Directors. The Company shall notify the Xxxxxxxxx Nominees(s) of all regular meetings and special meetings of the Board of Directors (and each written consent in lieu of a meeting) and of all regular and special meetings of any committee of the Board of Directors (and each written consent in lieu of a meeting) to the same extent as other directors are so notified. The Company and each Bank Entity shall provide the Xxxxxxxxx Nominees with copies of all notices, minutes, consents, documents, information, presentations, data and other material that it provides to all other members of the Board of Directors concurrently as such materials are provided to the other members and shall provide other information as is reasonably requested. (g) Effective upon the execution of this Investor Rights Agreement and continuing until the Xxxxxxxxx Nominees have been duly appointed to the Boards of Directors of each of the Company and each Bank Entity, the Company and each Bank Entity covenant that their respective Boards of Directors shall not seek to fix the exact number of directors at any number other than nine (9). (h) Effective upon the execution of this Investor Rights Agreement and continuing until the Xxxxxxxxx Nominees have been duly appointed to the Board of Directors of the Company, the Company covenants that it will not, and its Board of Directors shall not, seek to have the Shareholders of the Company consider an amendment to the Bylaws of the Company that would have the effect of increasing the maximum size of the Board of Directors to any proposed appointee in good faithnumber greater than eleven (11). (i) Effective on the date as of which all approvals or clearances required to be received from the FRB or the DFI for appointments of the Xxxxxxxxx Nominees to the Board of Directors have been received, the Company will cause a sufficient number of its directors to resign from the respective Boards of Directors of the Company and each Bank Entity to accommodate its obligations arising under this Agreement and the Clinton Investor Rights Agreement. The Company and the Investor shall consult with each other regarding the respective resignations to ensure that the resulting board composition of the Company shall be appropriate and shall comply with the NASDAQ Marketplace Rules. From and after the closing of the Initial Series B Offering, any nominees by the Company to the Company’s and each Bank Entity’s Boards of Directors will meet the qualifications to be a Company Independent Director Nominee or a Company Nominee, as applicable.

Board Representation. (a) Each As of the Getty Group and the Torrance Group shall have the right to nominate one director to date hereof, the Board shall be comprised of Directors five (5) directors. Beginning at the closing of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDEDtransactions contemplated by the Purchase Agreement and thereafter, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is Chesrown, or an employee Affiliate of Getty Images and a member Chesrown beneficially owns, in the aggregate, at least 1,000,000 shares of the Board; Company's issued and PROVIDED FURTHERoutstanding Common Stock (the "Minimum Threshold"), that such right the Board shall terminate with respect be comprised of no more than five (5) directors, and Chesrown shall be entitled to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares nominate three (3) individuals to the Board (such individuals, including their respective successors, the “Chesrown Directors”), to serve as members of Common Stock (subject to equitable adjustment in the event of stock splitsBoard until their respective successors are elected and qualified, stock dividends and similar events) and (ii) such number nominate any successor to each Chesrown Director, and (iii) direct the removal from the Board of shares of Common Stock as is equal to 2% any Chesrown Director; provided, that at least two of the then outstanding shares of Common Stock. Such right Chesrown Directors shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares“independent” as defined by the applicable rules and regulations of the SEC and the NASDAQ stock market. The Chesrown Directors shall initially be Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, and Xxxxx Xxxxxxxx. (b) For so long as Beginning with the Getty Group has first annual meeting of stockholders following the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman closing of the Board from among transactions contemplated by the directors of Getty Images; PROVIDEDPurchase Agreement with Chesrown and thereafter, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx Chesrown or Xxxx Xxxxx is an Affiliate of Chesrown beneficially owns, in the Chairman or a Co-Chairman aggregate, at least the Minimum Threshold, each nomination to the Board of any Chesrown Director for election at an annual meeting of stockholders of the BoardCompany shall be made by delivering to the Company a notice signed by Chesrown, which notice shall include the names and qualifications of such proposed Chesrown Directors. As promptly as practicable, the Company shall provide a copy of such notice to the Company’s Corporate Governance and Nominating Committee (the “Committee”), which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in the Charter of the Committee (the “Charter”) in all material respects, as determined in good faith by the Committee, at the next Committee meeting at which Board nominees are determined for purposes of the Company’s annual meeting of stockholders, make a recommendation to the Board that such Chesrown Directors shall be nominated for election to the Board at the Company's next annual meeting of stockholders and shall, in the Company’s proxy statement relating to such annual meeting, recommend to the Company's Stockholders that the Stockholders should vote their shares in favor of the election of the proposed Chesrown Directors. If the Committee reasonably determines in good faith that a proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of such fact within 10 days following receipt of the Chesrown Notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Committee a new proposed Chesrown Director. (c) The Stockholders agree For so long as Chesrown or an Affiliate of Chesrown beneficially owns, in the aggregate, at least the Minimum Threshold, each nomination to take the Board of any Chesrown Director for election other than at an annual meeting of stockholders of the Company (whether due to the resignation, removal or death of a Chesrown Director or otherwise) shall be made by delivering to the Company a notice signed by Chesrown, which notice shall include the names and qualifications of such actions within their control proposed Chesrown Director. As promptly as are necessary practicable, the Company shall provide a copy of such notice to implement the agreements Committee, which shall, if the proposed Chesrown Director satisfies the criteria for qualifications of directors set forth in Sections 2.01(a) and 2.01(b)the Charter in all material respects, including as determined in good faith by the voting Committee, as promptly as practicable, make a recommendation to the Board that such Chesrown Directors shall be appointed for election to the Board, which appointment may be made by the Board to the extent permitted pursuant to the Company’s bylaws. As promptly as practicable thereafter, the Company shall take or cause to be taken such corporate actions as may be required to cause such appointment to be effected. If the Committee reasonably determines in good faith that such proposed Chesrown Director does not meet such criteria, the Committee shall notify Chesrown of their respective Shares in favor such fact within 10 days of receipt of the Board nominees designated by Chesrown Notice, specifying in reasonable detail the Getty Group reasons for the determination that such criteria have not been met, and within 10 calendar days Chesrown may submit to the Torrance Group in accordance with this Section 2.01Committee a new proposed Chesrown Director. (d) Getty Images Beginning at the closing of the transactions contemplated by the Purchase Agreement with Chesrown and thereafter for so long as Berrard, or an Affiliate of Berrard beneficially owns, in the aggregate, at least the Minimum Threshold, the Board shall include be comprised of no more than five (5) directors, and Berrard shall be entitled to (i) nominate one individual to the Board (such individual, including such individual's successor, the “Berrard Director”), to serve as a nominee for member of the Board recommended by until the Board Berrard Director's successor is elected and qualified, (ii) nominate any successor to the person designated by each of Berrard Director, and (iii) direct the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless removal from the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereofBerrard Director. The Board of Berrard Directors of Getty Images shall consider any proposed appointee in good faith.initially be Xxxxxx X.

Board Representation. (ai) Each DSM shall have the following rights in connection with the nomination of individuals for election to the Board: (A) For so long as DSM Beneficially Owns at least 10% of the Getty Group Company’s outstanding Voting Securities, DSM shall have the right to nominate two individuals for election to the Board; provided, that one of such individual shall be a member of DSM Parent’s Executive Committee and the Torrance Group other such individual shall be selected in DSM’s discretion (each such individual, a “DSM Nominee” and collectively, the “DSM Nominees”); and (B) For so long as DSM Beneficially Owns less than 10% of the Company’s outstanding Voting Securities but greater than 4.5% of the Company’s outstanding Voting Securities, DSM shall have the right to nominate one director individual for election to the Board; provided, that such individuals shall be a member of DSM Parent’s Executive Committee. (ii) In the event that the number of directors that DSM is entitled to nominate to the Board is reduced pursuant to Section 2.1(a)(i)(B), DSM shall promptly cause one of the DSM Directors to immediately resign, such that the number of Getty Images (remaining DSM Directors serving on the "BOARD") whenever such class Board shall equal the number of directors DSM is subject then entitled to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right nominate for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of election to the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in . In the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as that DSM is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right no longer entitled to nominate one a director to the Board pursuant to Section 2.01(a)2.1(a)(i) above, the Getty Group DSM shall also have the right promptly cause any then-serving DSM Directors to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDEDimmediately resign. If any such director is unwilling to resign, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to DSM will take all such actions within their control as are necessary to implement cause the agreements set forth in Sections 2.01(a) and 2.01(b)removal of the director, including voting (or causing to be voted) all of the voting of their respective Shares Voting Securities Beneficially Owned by it in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01such removal. (diii) Getty Images shall include For so long as DSM has the right to nominate a nominee 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 Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and Company shall nominate such person and use its reasonable best efforts 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 cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencedirectors. (eiv) In the event that any DSM Director shall cease to serve as a vacancy is created at director for any time by reason (other than the death, disability, resignation or removal of any such director nominated by the Getty Group or the Torrance Group, the nominating Group shall have as a result of DSM not having the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a2.1(a)(i)), subject to Section 2.1(a)(v), DSM shall have the right to designate another DSM Nominee to fill the vacancy resulting therefrom. For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any DSM Nominee shall not affect the right of DSM to designate a DSM Nominee for election pursuant to Section 2.1(a)(i) in connection with any future election of directors of the Company. (v) Notwithstanding the foregoing, as a condition to any DSM Nominee’s appointment to the Board and Getty Images 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 Stockholders agree 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 2.1(a)(v) in good faith in a timely manner that allows DSM and any DSM Nominee a reasonable amount of time to provide such information, and will cooperate in good faith with DSM and any DSM Nominee in connection with their efforts to provide the requested information. (vi) DSM hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to DSM’s knowledge, is a Disqualified Designee, (B) that in the event DSM becomes aware that any individual previously designated by DSM is or has become a Disqualified Designee or that a Disqualification Event has become applicable to DSM or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, then DSM shall notify the Company promptly in writing and as promptly as practicable DSM shall take such actions within their control as are necessary to implement remove any such Disqualified Designee from the agreements set forth Board and designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is a DSM Director, DSM will comply with the Company’s xxxxxxx xxxxxxx policy as currently in this Section 2.01(e). effect with such changes thereto (for such successor policies) To the extent not already proposed pursuant as are applicable to Exhibit 7.11 all other stockholders of the Merger Agreement, Xxxx Xxxxxxxx may propose Company that have rights to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as designate or nominate members of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithBoard.

Board Representation. (a) Each So long as the "Purchaser Group" (as defined below) beneficially owns at least 10% of the Getty Group issued and outstanding shares of Common Stock, the Torrance Group Purchaser shall have the right to nominate designate one individual to serve on the Board of Directors of the Company; provided, however, that if the Purchaser Group ceases at any time to beneficially own an aggregate of at least 10% of the issued and outstanding shares of Common Stock, the rights set forth in this Section 6.2 shall immediately terminate and shall not re-vest if at any time thereafter the Purchaser Group beneficially owns an aggregate of 10% or more of the issued and outstanding shares of Common Stock. After the Closing, promptly upon receipt of a request by the Purchaser, the Company shall take all action necessary to increase the size of the Board of Directors by one director and to appoint the person designated by the Purchaser to fill the vacancy caused by such increase in the size of the Board of Directors. The term of such designee shall continue until the next succeeding annual meeting of shareholders of the Company and until his successor is duly elected and qualified. Thereafter, so long as the Purchaser continues to have the right to designate a member of the Company's Board of Directors pursuant to this Section 5.1, the Company shall use its best efforts to cause the designee or such other person designated by the Purchaser from time to time (who shall be reasonably satisfactory to the Company; provided, however, that any officer of the Purchaser shall be deemed to be satisfactory to the Company) (the "Purchaser Representative") to be elected to the Board of Directors of Getty Images (the "BOARD") whenever such class Company at any succeeding annual meeting of the shareholders of the Company or, if the election of directors is subject occurs other than pursuant to an election; PROVIDEDa meeting of shareholders, HOWEVER, that to otherwise effect the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member election of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, Purchaser Representative as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Sharesa director. (b) For so long In the event that the Purchaser Representative resigns, is unable to serve as a director or is removed, with or without cause, the Getty Group has the right to nominate one director Purchaser shall give written notice to the Board pursuant to Section 2.01(a)Secretary of the Company designating a replacement Purchaser Representative. Promptly upon receipt of such notice, the Getty Group Company shall also have use its best efforts to fill the right resulting vacancy by causing the person designated in the notice to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have be appointed to fill such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Boardvacancy. (c) The Stockholders agree In the event that the Purchaser Group shall, at any time, cease to take such actions within their control beneficially own at least 10% of the issued and outstanding Common Stock, the Purchaser Representative shall be deemed to have resigned as are necessary a director effective as of the date the Purchaser Group's aggregate beneficial ownership of Common Stock first falls below 10% and shall cease to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor be a member of the Board nominees designated of Directors; provided, however, that such person's participation in the deliberations of the Board of Directors subsequent to the date of his termination as a director shall not affect in any respect any corporate action which has been approved by a majority of the remaining members of the Board of Directors, whether at a meeting at which a quorum of the Board of Directors (excluding the Purchaser Representative for this purpose) was present or pursuant to a written consent signed by the Getty Group and the Torrance Group in accordance with this Section 2.01remaining directors. (d) Getty Images shall include as As used herein, the term "beneficial owner" (and, with correlative meanings, "beneficially own" and "beneficial ownership") of any interest means a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance or entity who, together with Section 2.01(a) and shall nominate such person and use his or its reasonable best efforts to cause the election affiliates, is or may be deemed a beneficial owner of such personinterest for purposes of Rule 13d-3 or 13d-5 under the Exchange Act or who, unless the Board of Directors of Getty Imagestogether with his or its affiliates, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have has the right to designate become such a replacement director to fill beneficial owner of such vacancy interest (provided that whether such Group would be entitled at that time to nominate a director right is exercisable immediately or only after the passage of time) pursuant to Section 2.01(a)) any agreement, arrangement or understanding, or upon the exercise, conversion or exchange of any warrant, right or other instrument, or otherwise. As used herein, the term "Purchaser Group" means the Purchaser and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 all Permitted Transferees of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereofPurchaser. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.Article VI

Board Representation. (a) Each Effective as of the Getty Group Tranche 1 Closing, the Company shall have appointed Pxxxx Xxxxxx as its Chief Executive Officer and Chairman pursuant to the Torrance Group terms of the employment agreement in the form as agreed as of the date hereof, which shall become effective as of the Tranche 1 Closing, and Mx. Xxxxxx shall have received a grant of restricted stock units as set forth in such employment agreement. (b) Effective as of the Tranche 1 Closing and for so long as the Purchaser and its Affiliates collectively Beneficially Own 15% or more of the Company Common Stock (the “Tranche 1 Ownership Condition”), the Purchaser shall have the right to nominate one director to designate an aggregate of two members of the Board of Directors of Getty Images (together with the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to designees contemplated by Section 2.01(a4.06(c), the Getty Group “Purchaser Designees”), one of whom shall also have the right to appoint the Chairman serve as Chair of the Board from among the directors of Getty Images; PROVIDEDDirectors, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images Company shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to promptly take or cause the election to be taken all Necessary Action as may be required to effect approval and designation of such person, unless Purchaser Designees to the Board of Directors (it being understood that as of Getty Images, the Tranche 1 Closing Mx. Xxxxxx in the exercise his capacity as Chairman of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who of Directors shall be so included as a nominee subject deemed to be one of the qualification set forth in the immediately preceding sentencePurchaser Designees). (ec) In Effective immediately following the event that a vacancy is created at any time by Tranche 2 Closing and for so long as the death, disability, resignation Purchaser and its Affiliates collectively Beneficially Own 40% or removal more of any director nominated by the Getty Group or Company Common Stock (the Torrance Group“Tranche 2 Ownership Condition”), the nominating Group Purchaser shall have the right to designate a replacement director an aggregate of three members of the Board of Directors (including Mx. Xxxxxx) and the Company shall use its reasonable best efforts to fill promptly take or cause to be taken all Necessary Action as may be required to effect approval and designation of such vacancy Purchaser Designees to the Board of Directors. (provided that d) From and after the date of the Tranche 1 Closing, and for so long as the Purchaser and its Affiliates satisfy the Tranche 1 Ownership Condition, the Board of Directors shall be composed of seven (7) directors (or such Group would other number of directors as approved by the Purchaser and its Affiliates), one of whom shall be entitled at that the Chief Executive of the Company who shall serve as Chairman of the Board of Directors for so long as Pxxxx Xxxxxx is serving in the role of Chief Executive Officer of the Company. (e) Any Purchaser Designee may be removed or have their nomination withdrawn (in each case of removal or withdrawal, with or without cause) from time to nominate a director pursuant time and at any time by the Purchaser upon notice to Section 2.01(a)) the Company, and Getty Images may otherwise only be removed for cause. The Purchaser and the Stockholders Company acknowledge that Nasdaq rules impose on the Company certain governance rules including as it relates to the composition of the Board of Directors when the Purchaser’s Beneficial Ownership of Company Common Stock is reduced over time, and the Purchaser and the Company agree to take such actions within their control as are cooperate in good faith and shall cooperate to the extent necessary to implement the agreements set forth in this Section 2.01(e)comply with such rules. (f) To The Company shall enter into indemnification agreements and maintain customary D&O liability insurance for the extent not already proposed pursuant to Exhibit 7.11 benefit of the Merger Agreement, Xxxx Xxxxxxxx may propose each Purchaser Designee elected or appointed to the Board of Directors with respect to all periods during which such individual is a member of Getty Images nonthe Board of Directors, on terms, conditions and amounts substantially similar to the terms, conditions and amounts of the Company’s current D&O liability insurance policy, and shall use is reasonable best efforts to cause such indemnification and insurance to be maintained in full force and effect. (g) The Company shall reimburse the Purchaser Designees for all reasonable out-employees of-pocket expenses incurred in connection with appropriate industry experience to fill two vacancies on their attendance at meetings of the Board of Directors of Getty Images and any committees thereof as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee contemplated by its reimbursement policies as in good faitheffect from time to time.

Board Representation. (a) Each From and after the First Tranche Closing Date and for as long as the Purchaser holds any Securities, the Company shall take all actions within its control as are necessary to cause the election or appointment as a member of the Getty Group Board (and any executive committee thereof) of an individual to be designated by the Purchaser, including without limitation, nominating the representative identified by the Purchaser for election as a director of the Company at any meeting of the Company's stockholders at which directors will be elected, recommending such representative's election to the Board, soliciting and voting proxies in favor of such representative's election, and filling any vacancies created by death, resignation, removal or otherwise with such representative. (b) In addition to, and without limitation of the Purchaser's rights pursuant to paragraph (a) of this Section, from and after the First Tranche Closing Date and for as long as the sum of (i) all First Tranche Common Shares, (ii) all Conversion Shares (including for purposes of this clause (ii) all Conversion Shares that would be issuable upon conversion in full of all outstanding Notes as of such time) and (iii) all Warrant Shares (including for purposes of this clause (iii) all Warrant Shares that would be issuable upon exercise in full of all outstanding Warrants as of such time), held by the Purchaser equals or exceeds 50% of the Aggregate Perseus Ownership as of such time, the Company shall take all actions as are necessary to: (A) cause the election or appointment as a member of the Board of a Qualified Independent Director (as defined below); and (B) permit an individual to be designated by the Purchaser to attend (in person or by telephone) as an observer (a "Perseus Observer") all meetings of the Board (and any executive committee thereof). Notwithstanding the foregoing, if any Second Tranche Notes are purchased by the Purchaser, then at any time that the Purchaser would be entitled to designate an observer to the Board pursuant to the foregoing clause (B), the Purchaser shall be entitled in lieu thereof, to designate a second representative for election or appointment to the Board and the Torrance Group Company shall take all actions within its control as are necessary to cause the election or appointment as a member of the Board (and any executive committee thereof) of such representative, including without limitation, nominating the representative identified by the Purchaser for election as a director of the Company at any meeting of the Company's stockholders at which directors will be elected, recommending such representative's election to the Board, soliciting and voting proxies in favor of such representative's election, and filling any vacancies created by death, resignation, removal or otherwise with such representative. For purposes of this paragraph (b), a "Qualified Independent Director" means an individual to be designated by the Company, who meets the applicable Nasdaq listing standards to qualify as an independent director of the Company and whose election to director has been affirmatively consented to in advance by the Purchaser. The Company shall provide to any Perseus Observer copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to its Board of Directors at the same time such materials are provided to members of the Board. At least one Perseus Director shall have the right to nominate one director to the Board attend and participate fully in a non-voting capacity in all meetings of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member each of the Board; 's Nominating and PROVIDED FURTHERCorporate Governance and Compensation Committees, that or any equivalent committees, including receipt of all information provided to Committee members at the same time such right shall terminate with respect information is provided to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the BoardCommittee members. (c) The Stockholders agree At any time that the Purchaser have the right to designate one member of the Board pursuant to paragraph (a) of this Section, the Company shall take such all actions within their control as are necessary to implement cause the agreements set forth in Sections 2.01(a) and 2.01(b)Board to consist of not more than seven members, including the voting of their respective Shares in favor member of the Board nominees designated by the Getty Group and Purchaser; provided, that at any time that the Torrance Group in accordance with Purchaser has the right to designate a second member of the Board pursuant to paragraph (b) of this Section 2.01Section, the Company shall take all actions as are necessary to cause the Board to consist of not more than eight members, including the two members designated by the Purchaser. (d) Getty Images The Company shall include as a nominee for reimburse all reasonable expenses (including travel and lodging expenses) incurred by the Perseus Directors or the Perseus Observers, in connection with their attendance at meetings of the Board recommended by or committees thereof. The Company shall provide and maintain in effect customary indemnification (including provisions relating to the Board advancement of expenses incurred in the person designated by each defense of any action or suit) of the Getty Group Perseus Directors, and in any event such indemnification shall be on terms no less favorable than those provided as of the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts date of this Agreement to cause the election members of such person, unless the Board of Directors pursuant to the Certificate of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualifiedIncorporation, the Group designating such nominee Bylaws, applicable Law or otherwise. In addition, the Company shall have obtain and maintain in effect a customary officers' and directors' liability insurance policy covering acts and omissions of the opportunity to specify one additional designee who shall be so included as Perseus Directors and having a nominee subject to the qualification set forth in the immediately preceding sentencecoverage limit of not less than $5,000,000. (e) In the event that a vacancy is created at At any time by that the death, disability, resignation or removal Purchaser is entitled to designate a member of any director nominated by the Getty Group or the Torrance GroupBoard pursuant to this Section, the nominating Group Purchaser may elect to substitute in lieu thereof a Perseus Observer, or may waive such rights in their entirety. As promptly as practicable (and in any event no later than 10 Business Days) following the Purchaser's written request, made at such time as (i) the Purchaser shall have the waived its right to designate any Perseus Directors and Purchaser's right to a replacement director Perseus Observer; and (ii) no member of the Board is a director, officer, employee or partner of the Purchaser or any Affiliate of the Purchaser, the Company shall publicly disclose any material event or circumstance that has occurred or material information that exists with respect to fill such vacancy (provided that such Group would be entitled at that time the Company or any of its Subsidiaries or its or their business, properties, operations or financial conditions, which, under applicable Law, requires public disclosure or announcement by the Company prior to nominate the Company's purchase or sale of its securities but which has not been so publicly announced or disclosed. From and after the delivery of a director pursuant to Section 2.01(a)) written request described in the preceding sentence, the Company shall not, and Getty Images shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide the Stockholders agree to take such actions within their control as are necessary to implement Purchaser with any material nonpublic information regarding the agreements set forth in this Section 2.01(e)Company or any of its Subsidiaries without the express written consent of the Purchaser. (f) To The actions to be taken by the extent not already proposed Company pursuant to Exhibit 7.11 this Section 5.11 shall include appointing the Perseus Directors to the Board, granting one Perseus Director the rights contemplated by the last sentence of Section 5.11(b), and nominating the representatives identified by the Purchaser for election as directors of the Merger AgreementCompany at any meeting of the Company's stockholders at which such directors will be elected, Xxxx Xxxxxxxx may propose recommending their election to the Board, and soliciting and voting proxies in favor of their election. For purposes of clarification, the Company shall not be deemed to be in breach of its obligations under this Section 5.11, in the event that the Company has complied with the terms and conditions set forth herein, and the representatives identified by the Purchaser are not elected to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on by the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithCompany's stockholders.

Board Representation. (a) Each of On or prior to the Getty Group and the Torrance Group shall have the right to nominate one director to Closing Date, the Board of Directors of Getty Images (the "BOARD") whenever Company shall be expanded by two positions, and Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxx shall be appointed to fill the vacancies created by such class of directors is subject to an election; PROVIDEDexpansion with Xx. Xxxxx designated as a Class I director and Xx. Xxxxxx designated as a Class III director. Thereafter, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is Purchasers and the Permitted Transferees own, in the aggregate, at least the Required Interest, Purchasers shall be entitled to designate an employee aggregate of Getty Images two directors on the management slate of nominees to the Company's Board of Directors (the "Purchaser Designees") (with MSP having the right to designate one director and MSREF III having the right to designate one director) except the foregoing number of directors shall be reduced to the extent one or more Purchaser Designees have been elected to and are serving on the Board of Directors and are in a member class of directors not currently standing for re- election. In the event that the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Required Interest but equal to or greater than the Minimum Interest and Purchasers currently have two Purchaser Designees serving on the Board of Directors, then Purchasers shall cause one of the Board; two Purchaser Designees to resign within 10 Business Days, the Board of Directors shall be reduced by one member and PROVIDED FURTHERthereafter MSP shall be entitled to designate one member on the management slate of nominees to the Company's Board of Directors (until such time as the aggregate interest owned by Purchasers and the Permitted Transferees shall be less than the Minimum Interest, that such right whereupon Purchasers shall terminate with respect within 10 Business Days cause the remaining Purchaser Designee to either resign and Purchasers shall have no further rights under this Section) except the Torrance Group or foregoing shall not apply to the Getty Groupextent MSP's Purchaser Designee has been elected to and is serving on the Board of Directors and is in a class of directors not currently standing for re-election. At least 90 days prior to each annual meeting of shareholders at which a Purchaser Designee will stand for election, MSREF III and MSP, as the case may be, once shall provide written notice to the Company indicating the Purchaser Designee to be nominated by each such Group beneficially owns fewer than 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 the greater of Exchange Act (i) 3,000,000 shares of Common Stock (subject including such Person's written consent to equitable adjustment being named in the event of stock splits, stock dividends related proxy statement as a nominee and similar events) and (ii) such number of shares of Common Stock to serving as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Sharesa director if elected). (b) For so long The Company shall use its reasonable best efforts at all times to take such action as is necessary to ensure that the Getty Group has nominating committee of the right Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to nominate one director the shareholders of the Company and the shareholders of the Company shall elect the Purchaser Designees 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 shareholders by the Board of Directors pursuant to Section 2.01(a4.10(a), the Getty Group nominating committee of the Board (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 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 Purchaser Designee lacks the character or fitness to serve as a director based on applicable legal and reasonable commercial standards, the nominating committee (or the full Board if there is no nominating committee) shall also inform the Purchaser who nominated such Purchaser Designee of such determination, and such Purchaser shall then have the right to appoint propose an alternative Purchaser Designee who is reasonably acceptable to the Chairman Company. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which they serve, any and all benefits (including, without limitation, any director compensation and grants of stock options under the 1998 Non-Employee Director Plan) provided to the other members of the Board from among of Directors of the directors Company. (c) If at any time Purchasers and the Permitted Transferees are entitled to designate one or more nominees to the Board of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall Directors pursuant to this Section 4.10 and Purchasers do not have such right for a representative on the Board, so long as either Xxxx Xxxxxxxx Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest, the Company shall permit two representatives (or Xxxx Xxxxx in the case that Purchasers are entitled to designate only one nominee to the Board, only one representative) of Purchasers (which representatives shall be acceptable to the Company in its reasonable discretion) to attend, but not vote, as observers at each meeting of the Board of Directors or any committee of the Board empowered to act with full authority of the entire Board, including telephonic meetings, provided that each such representative executes and delivers to the Company a confidentiality agreement in a form reasonably satisfactory to the Company prior to attendance at any such meetings. The Company shall cause notice of any meeting of the Board of Directors or any such committee of the Board to be delivered to any such representatives at the same time and in the same manner as notice is given to the Chairman members of the Board of Directors. Such representatives will be entitled to receive all written materials given to the members of the Board of Directors in connection with such meetings at the time such materials and information are given to the Board of Directors. The Company shall reimburse such representatives for his or a Coher reasonable out- of-Chairman pocket expenses incurred in connection with attending meetings of the Board of Directors or any such committee of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images For so long as any Purchaser or Permitted Transferee has the right to designate at least one director on a management slate of nominees to the Company's Board of Directors, the Company shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election Board of such person, unless Directors and the shareholders of the Company not to increase the number of members of the Board of Directors above nine without the prior written consent of Getty Imageseach Purchaser and Permitted Transferee (unless such increase is required to comply with Applicable Law), which consent may be withheld in each Purchaser's and Permitted Transferee's reasonable discretion. In the exercise event of its fiduciary dutiesa vacancy (either by death, reasonably removal or resignation) of a director other than a Purchaser Designee which does not cause the total number of directors to be less than seven, the Company shall determine that such person is not qualified use reasonable best efforts to serve on the Board. If cause the Board reasonably determines that of Directors not to appoint a replacement to fill such designee is not so qualifiedvacancy without the prior written consent of each Purchaser and Permitted Transferee (unless required to comply with Applicable Law and the Company's bylaws), the Group designating such nominee shall have the opportunity to specify one additional designee who shall which consent may be so included as a nominee subject to the qualification set forth withheld in the immediately preceding sentenceeach Purchaser's and Permitted Transferee's reasonable discretion. (e) In Each Purchaser Designee shall be entitled to serve on any standing committee of the event Board except to the extent the Purchaser Designee's participation would cause the Purchaser Designees' participation on such committee to exceed their proportionate representation on the full Board, provided, however, that a vacancy is created at any time by least one Purchaser Designee may serve on each standing committee selected in accordance with this subsection (e). Subject to the deathpreceding sentence, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group MSREF III and MSP shall each have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled select the committees of the Board on which its Purchaser Designee will serve. The Company shall use its reasonable best efforts at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control all times as are is necessary to implement ensure that each Purchaser Designee is appointed to all such committees of the agreements set forth in this Section 2.01(e)Board of Directors. (f) To For so long as Purchasers and the Permitted Transferees own, in the aggregate, at least the Minimum Interest and the Purchaser Designees are serving on the Board of Directors, Purchasers shall, and shall cause the Permitted Transferees, to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of electing directors to the Board, or, to the extent not already proposed pursuant to Exhibit 7.11 permitted by the Company's Restated Articles of Organization and Amended and Restated Bylaws and by Applicable Law, in any written consent executed in lieu of such a meeting of shareholders, for election of the Merger management slate of nominees (other than the Purchaser Designees) to the Company's Board of Directors. The Purchasers shall and shall cause the Permitted Transferees to vote all of their shares of Common Stock at any regular or special meeting of the shareholders of the Company (and any adjournments thereof) called for the purpose of approving the issuance of the shares under this Agreement in favor of such issuance and the transactions contemplated by this Agreement. (g) Subject to availability on reasonable terms and at a reasonable cost, Xxxx Xxxxxxxx may propose for so long as any Purchaser Designee remains on the Board of Directors, the Company shall use reasonable best efforts to maintain directors' and officers' liability insurance with financially sound and reputable insurers at a level of coverage of at least $10,000,000. (h) It is understood and agreed that the Company's Board of Directors is subject to fiduciary duties under Applicable Law, and that the Company's shareholders have rights with respect to the composition of the Board of Directors under Applicable Law and the Company's Amended and Restated Bylaws. Accordingly, for purposes of Getty Images non-employees with appropriate industry experience this Section 4.10, all obligations of the Company under paragraphs (a), (b), (d) and (e) hereof shall be deemed to fill two vacancies on be "to use reasonable best efforts" to cause the intended action to be taken, recognizing that the Company cannot guaranty what action its Board of Directors of Getty Images as of or stockholders may take in the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithfuture.

Board Representation. (a) Each For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the Getty Group and the Torrance Group aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to nominate one director designate to the Board of Directors a number of Getty Images (individuals who satisfy the "BOARD") whenever such class of directors is subject Director Requirements equal to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns one director fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 250% of the then outstanding shares size of Common Stock. Such right shall be in addition the Board of Directors at any time (rounded up to any other voting rights that each Stockholder may have with respect to its Sharesthe next whole number). (b) For so long as any Holder has beneficial ownership of less than 35% but at least 20% of the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a)aggregate number of Company Shares then outstanding, the Getty Group such Holder shall also have the right to appoint designate to the Chairman Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the size of the Board from among of Directors at any time (rounded up to the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Boardnext whole number). (c) The Stockholders agree For so long as any Holder has beneficial ownership of less than 20% but at least 15% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to take such actions within their control as are necessary designate to implement the agreements set forth in Sections 2.01(aBoard of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) and 2.01(b), including two or (B) 15% of the voting of their respective Shares in favor size of the Board nominees designated by of Directors at any time (rounded up to the Getty Group and the Torrance Group in accordance with this Section 2.01next whole number). (d) Getty Images For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall include have the right to designate to the Board of Directors one individual who satisfies the Director Requirements. (e) For so long as a nominee for Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the person designated by Company’s stockholders for election as directors at each annual meeting of the Getty Group stockholders of the Company (and/or in connection with any election by written consent) and the Torrance Group in accordance with Section 2.01(a) and Company shall nominate such person and use its reasonable best the same efforts to cause the election of such person, unless nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of Getty Images, in the exercise election of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencenominee(s). (ef) Until immediately prior to the time at which the ABS Control Group ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, the ABS Control Group shall vote its Company Shares to set the size of the Board of Directors at 13 individuals. For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 13 individuals. (g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any director nominated by the Getty Group or the Torrance Groupsuch nominee to be elected, the nominating Group Holder who nominated or designated such director shall have the right to designate a replacement director who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause such vacancy (provided that to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the Board of Directors shall promptly elect such Group would be entitled at that time designee to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)Board of Directors. (fh) To For so long as a Sponsor indirectly beneficially owns at least 10% of the extent aggregate number of Company Shares then outstanding but does not already proposed have (pursuant to Exhibit 7.11 a designation made by Investor Holdco or otherwise) a representative of such Sponsor on the Merger AgreementBoard of Directors, Xxxx Xxxxxxxx may propose such Sponsor shall have the right to designate an observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time for so long as such Sponsor has a right to designate an Observer. (i) An Observer may attend any meeting of Getty Images non-employees with appropriate industry experience the Board of Directors, provided, that no Observer shall have the right to fill two vacancies on vote or otherwise participate in the Board of Directors of Getty Images as meeting in any way other than to observe any applicable meeting of the date hereofBoard of Directors. The Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time as the other members of Getty Images the Board of Directors and shall consider be given copies of all documents, materials and other information as and when given to other members of the Board of Directors, provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, the Observer shall be excluded from attending any proposed appointee meeting of the Board of Directors or receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in good faiththe case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the Board of Directors. Each Observer shall be a natural person. (j) Notwithstanding the foregoing provisions of this Section 2.01, Kimco shall not have any right to designate individuals to the Board of Directors or as an Observer regardless of Kimco’s beneficial ownership of Company Shares.

Board Representation. As of the Closing Date and for as long as the Investor’s Percentage is at least 4.75%: (a) Each of the Getty Group and the Torrance Group Investor shall have the right be entitled to nominate designate one director to the Board of Directors of Getty Images individual (the "BOARD"“Investor’s Nominee”) whenever such class of directors is subject to an election; PROVIDEDbe nominated and, HOWEVERif elected, that the Torrance Group shall not have such right for so long to serve as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, 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 right shall terminate with respect Investor’s Nominee consents in writing to either serve as a director and is eligible under the Torrance Group or the Getty Group, Act to serve as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares.a director; (b) For so long the Company shall take all steps as may be necessary to appoint the Getty Group has the right to nominate one director Investor’s Nominee to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman as of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board.Closing Time; (c) The Stockholders agree to take such actions within their control as are necessary to implement at the agreements set forth in Sections 2.01(a) and 2.01(b), including first annual meeting of Shareholders following the voting of their respective Shares in favor end of the Board 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 cause the Investor’s Nominee to be included in the slate of nominees designated proposed by the Getty Group and Company to the Torrance Group in accordance with this Section 2.01.Shareholders for election as directors; (d) Getty Images the Company shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its all reasonable best efforts to cause the election of such personthe Investor’s Nominee, unless including soliciting proxies in favour of the Board election of Directors of Getty Images, the Investor’s Nominee in the exercise event the Company intends to solicit any such proxies in connection with a meeting of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence.Shareholders; (e) In the event that a vacancy is created at any time by Company shall notify the death, disability, resignation or removal Investor in writing immediately upon determining the date of any director nominated by meeting of the Getty Group or Shareholders at which directors of the Torrance Group, the nominating Group shall have the right Company are to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images elected and the Stockholders agree to take Investor shall advise the Company and the Board of the name of the Investor’s Nominee within 10 Business Days after receiving such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e).notice; (f) To if the extent Investor does not already proposed pursuant to Exhibit 7.11 advise the Company and the Board of the Merger AgreementInvestor’s Nominee within the time set forth in Section 4.1(e), Xxxx Xxxxxxxx then the Investor will be deemed to have designated its incumbent nominee for nomination for election at the relevant meeting of the Shareholders; (g) if the Investor’s Nominee ceases to hold office as a director of the Company for any reason, the Investor shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all steps as may propose be necessary to appoint such individual to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on replace the Investor’s Nominee who has ceased to hold office; (h) the Investor will provide the Board of Directors of Getty Images as with reasonable notice of the date hereofperson it proposes to nominate to the Board, and 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. The However, the Company shall not be entitled to veto the Investor’s Nominee unless such Investor’s Nominee has previously been removed by a resolution of the Shareholders or such Investor Nominee is a director who retired by rotation and was not re-elected by the Shareholders; (i) so long as the Investor’s Nominee serves as a member of the Board, such Investor’s Nominee shall be eligible to serve on any committee of the Board provided that such Investor’s Nominee satisfies the eligibility criteria for such committee and the Board has approved, and has received regulatory approval (if required by applicable Law), of Directors the Investor’s Nominee serving as a member of Getty Images shall consider such committee; and (j) the Investor acknowledges that any proposed appointee in good faithappointment to the Company’s Board must be ratified annually by a shareholder vote at the Company’s annual general or special meetings of shareholders.

Board Representation. (a) Each For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the Getty Group and the Torrance Group aggregate number of Company Shares then outstanding, Investor Holdco shall have the right to nominate one director designate to the Board of Directors a number of Getty Images (individuals who satisfy the "BOARD") whenever such class of directors is subject Director Requirements equal to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns one director fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 250% of the then outstanding shares size of Common Stock. Such right shall be in addition the Board of Directors at any time (rounded up to any other voting rights that each Stockholder may have with respect to its Sharesthe next whole number). (b) For so long as any Holder has beneficial ownership of less than 35% but at least 20% of the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a)aggregate number of Company Shares then outstanding, the Getty Group such Holder shall also have the right to appoint designate to the Chairman Board of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) three or (B) 25% of the size of the Board from among of Directors at any time (rounded up to the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Boardnext whole number). (c) The Stockholders agree For so long as any Holder has beneficial ownership of less than 20% but at least 15% of the aggregate number of Company Shares then outstanding, such Holder shall have the right to take such actions within their control as are necessary designate to implement the agreements set forth in Sections 2.01(aBoard of Directors a number of individuals who satisfy the Director Requirements equal to the greater of (A) and 2.01(b), including two or (B) 15% of the voting of their respective Shares in favor size of the Board nominees designated by of Directors at any time (rounded up to the Getty Group and the Torrance Group in accordance with this Section 2.01next whole number). (d) Getty Images For so long as any Holder has beneficial ownership of less than 15% but at least 10% of the aggregate number of Company Shares then outstanding, such Holder shall include have the right to designate to the Board of Directors one individual who satisfies the Director Requirements. (e) For so long as a nominee for Holder is entitled to designate any individuals to the Board of Directors pursuant to this Section 2.01, the Company shall take all action reasonably available to it to cause such individual(s) (or any replacement designated by such Holder) to be included in the slate of nominees recommended by the Board of Directors to the person designated by Company’s stockholders for election as directors at each annual meeting of the Getty Group stockholders of the Company (and/or in connection with any election by written consent) and the Torrance Group in accordance with Section 2.01(a) and Company shall nominate such person and use its reasonable best the same efforts to cause the election of such person, unless nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of Getty Images, in the exercise election of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencenominee(s). (ef) Until immediately prior to the time at which the ABS Control Group ceases to collectively have beneficial ownership of at least 50% of the aggregate number of Company Shares then outstanding, the ABS Control Group shall vote its Company Shares to set the size of the Board of Directors at 13 individuals. For so long as the ABS Control Group collectively has beneficial ownership of less than 50% but at least 35% of the aggregate number of Company Shares then outstanding, Investor Holdco shall, unless otherwise determined by the management board of Investor Holdco in accordance with the operating agreement of Investor Holdco, cause its individuals designated to the Board of Directors to vote in favor of maintaining the size of the Board of Directors at 13 individuals. (g) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 2.01, or in the event of the failure of any director nominated by the Getty Group or the Torrance Groupsuch nominee to be elected, the nominating Group Holder who nominated or designated such director shall have the right to designate a replacement director who satisfies the Director Requirements to fill such vacancy. The Company shall take all action reasonably available to it to cause such vacancy (provided that to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Incorporation and By-Laws of the Company then in effect, the Board of Directors shall promptly elect such Group would be entitled at that time designee to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)Board of Directors. (fh) To For so long as a Sponsor indirectly beneficially owns at least 10% of the extent aggregate number of Company Shares then outstanding but does not already proposed have (pursuant to Exhibit 7.11 a designation made by Investor Holdco or otherwise) a representative of such Sponsor on the Merger AgreementBoard of Directors, Xxxx Xxxxxxxx may propose such Sponsor shall have the right to designate an observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time for so long as such Sponsor has a right to designate an Observer. (i) An Observer may attend any meeting of Getty Images non-employees with appropriate industry experience the Board of Directors, provided, that no Observer shall have the right to fill two vacancies on vote or otherwise participate in the Board of Directors of Getty Images as meeting in any way other than to observe any applicable meeting of the date hereofBoard of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time as the other members of the Board of Directors and shall be given copies of all documents, materials and other information as and when given to other members of the Board of Directors, provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the foregoing, the Observer shall be excluded from attending any meeting of the Board of Directors or receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such Observer or as otherwise deemed necessary or advisable by the Board of Directors. The Board of Directors or any committee thereof shall have the right to exclude an Observer from any meeting or portion thereof in the sole discretion of Getty Images a majority of the members in attendance at such meeting. Each Observer shall consider be a natural person. (j) Notwithstanding the foregoing provisions of this Section 2.01, Kimco shall not have any proposed appointee in good faithright to designate individuals to the Board of Directors or as an Observer regardless of Kimco’s beneficial ownership of Company Shares.

Board Representation. The Company agrees: (a) Each (i) to increase the size of the Getty Group board of directors of the Company (the “Board”) from eleven (11) to twelve (12) members, and (ii) to appoint Xxxxx Xxxxxxxxx or his Replacement (as hereinafter defined) (the Torrance “Icahn Suggested Nominee”) as a Class II director on the Board (with a term expiring at the 2013 annual meeting of stockholders), effective as of the date of the 2012 annual meeting of stockholders, which meeting the Company agrees will be held no later than July 24, 2012 (the meeting of stockholders held no later than July 24, 2012, the “2012 Annual Meeting”); (b) if, from the date hereof until the 2012 Annual Meeting, the Icahn Suggested Nominee is unable or unwilling to serve as a director for any reason, the Icahn Group shall have the right to nominate one director submit the name of a replacement (the “Replacement”) to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group Company for its reasonable approval and who shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, serve as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock designee for appointment as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board.director; (c) The Stockholders agree to take such actions within their control as are necessary to implement if the agreements set forth in Sections 2.01(a) and 2.01(bIcahn Suggested Nominee (or his Replacement), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve once on the Board. If , ceases to continue to serve as a director prior to the Board reasonably determines that such designee is not so qualified2013 annual meeting of stockholders, for any reason (other than pursuant to Section 2(d)), the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Icahn Group shall have the right to designate submit the name of a replacement Replacement to the Company for its reasonable approval and who, following such approval, the Company shall appoint, as promptly as practicable, to serve as director in substitution for the Icahn Suggested Nominee for the remainder of the term expiring at the 2013 annual meeting of stockholders; provided, however, that the Icahn Group shall not have the right to fill such vacancy submit the name of a Replacement to the Company following delivery of the notice contemplated by Section 2(a)(z); (provided d) for purposes of clauses (b) and (c) above, if the proposed Replacement is not approved by the Company, the Icahn Group shall have the right to submit another proposed Replacement to the Company for its reasonable approval. The Icahn Group shall have the right to continue submitting the name of a proposed Replacement to the Company for its reasonable approval until the Company approves that such Group would be entitled Replacement may serve, in the case of clause (b), as a designee for appointment as director, or in the case of clause (c), to serve as a director, at which time such person is appointed as the Replacement. The Company agrees that time upon being requested to nominate approve a director pursuant proposed Replacement, it shall grant or withhold its reasonable approval as promptly as practicable; and (e) that it shall not file or commence any Legal Proceeding (as defined below) to contest the validity of this Section 2.01(a)) and Getty Images and 1 or to seek a release from the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth obligations contained in this Section 2.01(e)1. (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each As soon as reasonably practicable following the date hereof (and, in any event, within thirty (30) days), the Company shall take all actions necessary to enlarge the Board of the Getty Group Directors by one member and the Torrance Group shall have the right to nominate one director appoint Xx. Xxxxxxxx Xxxxxxxxx to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate in accordance with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar eventsSections 5.3(b) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares5.3(c). (b) For so long as (i) the Getty Group Purchaser (together with its Affiliates) has Beneficial Ownership of a number of shares of Common Stock not less than the right to nominate one director to the Board pursuant to Section 2.01(aClosing Shares (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) there does not exist a Material Breach (each, a “Termination Event”), the Getty Group Purchaser shall also have the right to appoint designate to the Chairman Board of Directors one individual; provided, however, that such individual must (A) be qualified to serve as a member of the Board from among the directors of Getty Images; PROVIDEDDirectors under all applicable legal, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman regulatory and stock exchange requirements and (B) agree to comply with all of the BoardCompany’s policies and rules applicable to the Company’s directors (clauses (A) and (B) together, the “Director Requirements”). (c) The Stockholders agree Prior to take designating any director, the Purchaser shall, to the extent requested in writing by the Company, enter into a written agreement with such actions within their control director whereby such director agrees to resign as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor a member of the Board nominees designated by of Directors upon a Termination Event or at the Getty Group Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Torrance Group in accordance with this Section 2.01Purchaser, and that the Company shall be a third-party beneficiary of the terms and conditions of such an agreement, and the Company shall have the right to enforce the rights of the Purchaser under such an agreement to the extent such rights arise as a result of a Termination Event. (d) Getty Images shall include For so long as a nominee for the Purchaser is entitled to designate any individual to the Board of Directors pursuant to this Section 5.3 and subject to the Director Requirements, the Company shall take all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser) to be included in the slate of nominees recommended by the Board of Directors to the person designated by Company’s stockholders for election as directors at each annual meeting of the Getty Group stockholders of the Company (and/or in connection with any election by written consent) and the Torrance Group in accordance with Section 2.01(a) and Company shall nominate such person and use its reasonable best the same efforts to cause the election of such person, unless nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of Getty Images, in the exercise election of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencenominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 5.3, or in the event of the failure of any director nominated by the Getty Group or the Torrance Groupsuch nominee to be elected, the nominating Group Purchaser shall have the right to designate a replacement director who satisfies the Director Requirements to fill such vacancy, or, if applicable, the Company shall take all necessary action to expand the Board of Directors by one seat and such vacancy (provided that shall then be filled by such Group would replacement designated by the Purchaser. The Company shall take all action reasonably available to it to cause such vacancy to be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images filled by the replacement so designated, and the Stockholders agree to take Board of Directors shall promptly elect such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose designee to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithDirectors.

Board Representation. Until the date on which less than twenty five percent (a25%) Each of the Getty Group and number of Series B Preferred Stock remain outstanding or the Torrance Group shall have Investors hold less than fifteen percent (15%) of the right to nominate one director to Company's then outstanding capital stock (not including any capital stock issuable upon exercise of outstanding options or warrants of the Board of Directors of Getty Images Company) (the "BOARDTHRESHOLD DATE"), the Investors agree to vote or act with respect to their shares of Series B Preferred Stock so as to elect as a Series B Director an individual designated by JAFCO America Ventures, Inc. (or its affiliates) whenever such class (the "JAFCO ENTITIES"), the designee of directors is subject which shall be Xxxxx Xxxxxxxxx. Until the Threshold Date, the Investors agree to vote or act with respect to their shares so as to elect as a Series B Director an electionindividual designated by Doll Capital Management (the "DOLL CAPITAL ENTITIES"), the designee of which shall be Xxxxx Xxxx. From and after the Threshold Date, the Investors agree to vote or act with respect to their shares of Series B Preferred Stock so as to elect as a Series B Director, an individual designated by the JAFCO Entities. During the term of this Agreement, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect the Company's then-current Chief Executive Officer as a Common Director; PROVIDED, HOWEVER, that until such time as a Chief Executive Officer is appointed, the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate Founders agree to vote or act with respect to either their shares of Common Stock so as to elect Xxxxxxxx Xxxxxx as a Common Director. During the Torrance Group term of this Agreement, the Founders agree to vote or act with respect to their shares of Common Stock so as to elect a designee of the Getty Groupholders of a majority of the outstanding shares of Common Stock as a Common Director, the designee of which shall be Xxxxx Xxxxxxxxx. Racotek, as the sole holder of Series A Preferred Stock, agrees to elect Xxxxxx Xxxxxxxx as the Series A Director. During the term of this Agreement, the parties to this Agreement agree to vote or act with respect to their shares so as to elect as the Independent Directors individuals with relevant experience in the Company's industry, which persons shall be unanimously designated by the Company's Board of Directors, one of which shall initially be Xxx Xxxxx. However, if the JAFCO Entities, the Doll Capital Entities, the Founders or Racotek designate a person to serve as a director other than Xxxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxx Xxxxxxxxx or Xxxxxx Xxxxxxxx, as the case may be, once such Group beneficially owns fewer than then the greater of (i) 3,000,000 shares of Common Stock (person so designated shall be subject to equitable adjustment in the event reasonable approval of stock splits, stock dividends and similar events) and (ii) such number a majority of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDEDthe Company then serving in such capacity, HOWEVER, that the Getty Group which directors shall not have such right for so long as either Xxxx Xxxxxxxx include the director or Xxxx Xxxxx is the Chairman or a Co-Chairman directors of the Board. (c) The Stockholders agree to take such actions within their control Company that is, or was, serving as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor previous designee of the Board nominees designated by JAFCO Entities, the Getty Group and Doll Capital Entities, the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for Founders or Racotek on the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Company's Board of Directors of Getty ImagesDirectors, in as the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencecase may be. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. 5.1 An Ordinary Majority may appoint up to three directors to the Company and may remove from office any person so appointed and (subject to such removal) may appoint another person in his place (each such director, an “Existing Investor Director”). Such appointments and removals shall be made by notice in writing to the Company signed by or on behalf of the relevant Ordinary Majority, following which such appointments and removals as applicable shall be promptly effected by the Board pursuant to Article 18.2.2 of the Articles and the holders of a majority of the Series A Preferred Shares shall be deemed to have consented in writing to such appointments for the purposes of that Article. The initial Existing Investor Directors deemed to have been appointed pursuant to this Clause 5.1 shall be Xxxxx Xxxxx as Chief Executive Officer, Xxxxxxxx Xxxxxxx as Chairman and Xxx Xxxxx. 5.2 The New Investors agree that the rights under Article 18.3 of the Articles to appoint up to three Investor Directors shall be exercised in accordance with this Clause 5.2: (a) Each for so long as NEA (or its Affiliates) holds not less than sixty-six percent (66%) of the Getty Group original Series A Preferred Shares allotted to NEA pursuant to the Series A Preferred Share Purchase Agreement, NEA may appoint up to two Investor Directors to the Company and may remove from office any person so appointed and (subject to such removal) may appoint another person in his place in accordance with this Agreement and the Torrance Group Articles; (b) for so long as OrbiMed (or its Affiliates) holds not less than sixty-six percent (66%) of the original Series A Preferred Shares allotted to OrbiMed pursuant to the Series A Preferred Share Purchase Agreement, OrbiMed may appoint one Investor Director to the Company, and may remove from office any person so appointed and (subject to such removal) may appoint another person in his place in accordance with this Agreement and the Articles; (c) any such appointments and removals pursuant to Clauses 5.2(a) and (b) above shall be made by notice in writing served on the Company signed on behalf of the NEA or OrbiMed as the case may be and shall take effect at the time it is served, in accordance with Article 16.4 of the Articles; (d) the initial Investor Directors appointed by NEA pursuant to Clause 5.2(a) shall be Xxxxx Xxxx and Xxx Xxxxxxxxx; (e) the initial Investor Director appointed by OrbiMed pursuant to Clause 5.2(b) shall be Xxxxx Xxxxxxxx; and (f) in the event that NEA or OrbiMed’s ownership of Series A Preferred Shares falls below the foregoing sixty-six percent (66%) threshold, such applicable Investor shall lose the foregoing right to designate its foregoing Investor Directors, and a Preferred Majority will be entitled to appoint such Investor Directors previously appointed by NEA or OrbiMed, as may be applicable in accordance with this Agreement and the Articles. 5.3 The Board will also include an independent non-executive director with relevant industry expertise who is acceptable to all members of the Board and who is appointed in accordance with Article 18.2 of the Articles. Any such independent nonexecutive director shall be required to remain independent at all times as they remain in office, and for the purpose of this Clause 5.3, “independent” will be considered having regard to the criteria set out in Section 5605(a)(2) of the NASDAQ listing standards, as amended from time to time. The initial Independent Director appointed pursuant to this Clause 5.3, shall be Xxxxxxx Xxxxx. 5.4 For so long as Fidelity (including its Affiliates) holds not less than sixty-six percent (66%) of the original Series A Preferred Shares allotted to Fidelity pursuant to the Series A Preferred Share Purchase Agreement, Fidelity shall be entitled to appoint one representative to attend Board meetings as an unpaid observer (a “Fidelity Observer”), provided that such person shall not be entitled to vote at the meeting but shall (if permitted from time to time by the Chairman or a majority of the Board) be entitled to speak at the meeting. Any Fidelity Observer shall be entitled to receive notice of each meeting of the Board. Fidelity may also remove any Fidelity Observer and appoint another person in his place. Each such appointment and removal shall be made by notice in writing served on the Company and shall take effect at the time it is served. The initial Fidelity Observer appointed pursuant to this Clause 5.4 shall be Xxxx Xxxxxxx. 5.5 If at any time there is a vacancy in the number of directors able to be appointed pursuant to Clauses 5.1 or 5.2, an Ordinary Majority or a Preferred Majority, respectively, shall be entitled for so long as a vacancy in the number of directors able to be appointed pursuant to Clause 5.1 and 5.2, respectively, subsists to appoint one person in respect of each such vacancy to be an unpaid observer who shall have the right to nominate one director to attend and speak at all meetings of the Board and all committees thereof in a non-voting observer capacity (“Observer”). An Ordinary Majority or a Preferred Majority (as applicable) may also remove any person so appointed by an Ordinary Majority or a Preferred Majority, respectively, and appoint another person in his place. Each such appointment and removal shall be made by notice in writing served on the Company and shall take effect at the time it is served. 5.6 The appointment of Directors of Getty Images (the "BOARD") whenever such class of directors is any Observer or Fidelity Observer shall be subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) Board receiving such undertakings and/or assurances as the Board may reasonably request; and (ii) such number taking any actions reasonably necessary to exclude any Observer or Fidelity Observer in each case as necessary to maintain the confidentiality of shares confidential information and/or attorney client privilege relating to the Company by the relevant Observer or Fidelity Observer. 5.7 Any Observer or Fidelity Observer shall be entitled to receive copies of Common Stock as is equal all notices, documents and papers forwarded to 2% Board members in preparation for meetings of the then outstanding shares Board and all committees thereof at least seven days prior to the meeting to which they refer and may share these papers with the party who appointed them. 5.8 Notwithstanding any of Common Stock. Such right the foregoing to the contrary, the appointment of any additional directors to the Board, not being appointed for the purposes of Clauses 5.1, 5.2 or 5.3, shall require the prior approval in writing of a Preferred Majority. 5.9 Directors shall be entitled to have reimbursed to them any reasonable expenses incurred by them in addition the performance of their duties but shall not be entitled to any remuneration without the prior approval in writing of a Preferred Majority. 5.10 The Company undertakes to the Investors that it shall maintain insurance for its directors against liability incurred by them in the lawful performance of their duties. 5.11 The Board shall form a compensation committee of the Board which shall be responsible for making recommendations to the Board on all matters concerning the appointment and removal of directors, other voting rights than the Existing Investor Directors or Investor Directors, and the pay and benefits of employees (the “Compensation Committee”). The Compensation Committee, which shall have a majority of nonexecutive directors, shall include such members as the Board determines including at least one Investor Director and at least one Existing Investor Director. 5.12 The Board shall form an audit committee of the Board which shall be responsible for overseeing the annual audit of the Company (the “Audit Committee”). The Audit Committee shall be responsible for: (a) reviewing the financial statements of the Company and the consolidated financial statements of the Group before publication and ensuring that each Stockholder may have the principles and policies adopted comply with respect to its Shares.statutory requirements and with the best practices in accounting standards; (b) For so long as consulting with the Getty Group has external auditors regarding the right to nominate one director to scope of their work and reviewing with them all material issues arising from the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board.auditors’ management letters; (c) The Stockholders agree to take such actions overseeing the internal control and compliance environment within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01.ensuring its procedures are adequate and effective; and (d) Getty Images shall include as a nominee for the Board recommended by recommending to the Board the person designated by each appointment and level of remuneration of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and external auditors. The Audit Committee, which shall nominate have a majority of non-executive directors, shall include such person and use its reasonable best efforts to cause the election of such person, unless members as the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify including at least one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentenceInvestor Director and at least one Existing Investor Director. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each On the Closing Date, Xx. Xxxx Xxxxx shall be elected as a director of the Getty Group and Company by the Torrance Group shall have Company's Board of Directors. Subject to its fiduciary duties, the right to nominate one director to the Company's Board of Directors will nominate Xx. Xxxxx (or, if Xx. Xxxxx is unable or unwilling to serve, a successor as contemplated by this Section 7) for election at each meeting (or in each action by written consent in lieu of Getty Images (a meeting) of stockholders of the "BOARD") whenever such class Company for the election of directors is subject to an election; PROVIDED, HOWEVER, that during the Torrance Group shall not have such right for term of this Agreement so long as Xxxx Xxxxxxxx the Securityholders and/or their Affiliates beneficially own (as such term is an employee of Getty Images and a member defined in Rule 13d-3 of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer Exchange Act) more than the greater of (i) 3,000,000 1.1 million shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) as such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition adjusted to take into account any stock splits, reverse stock splits, reclassifications and other voting rights that each Stockholder may have with respect to its Sharessimilar transactions or adjustments). (b) For so long If Xx. Xxxx Xxxxx (or such a successor) is no longer a director of the Company as contemplated by paragraph (a) of this Section 7, the Getty Group has the right to nominate one director Securityholders may propose to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman Company as a nominee for election as a director of the Board from among Company a person who (i) has recognized standing in the directors business community, (ii) is not a former director, officer or employee of Getty Images; PROVIDEDthe Company, HOWEVER, that the Getty Group shall (iii) does not have a conflict of interest with the Company and (iv) is at such right for so long as time either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman President of Hyatt Hotels Corp. or a Co-Chairman of the Boardperson who is otherwise reasonably acceptable to USFS. (c) The Stockholders agree Company will use its best efforts to take such actions within their control cause Xx. Xxxx Xxxxx or any successor nominated as are necessary provided in this Section 7 to implement be elected by the agreements set forth in Sections 2.01(a) stockholders of the Company and 2.01(b), including the voting of their respective Shares will solicit proxies in favor of Xx. Xxxxx or any such successor at each meeting (or in each action by written consent in lieu of a meeting) of stockholders of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01Company. (d) Getty Images If the Company does not accept a Securityholders' designee as provided in paragraph (b) of this Section 7, the process set forth therein shall include be repeated so long as reasonably appropriate to find a nominee for the Board recommended by the Board the person designated by each of the Getty Group successor candidate acceptable to both Securityholders and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentenceCompany. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each Upon written request of SBC, following the completion of the Getty Group IPO and as long as SBC Beneficially Owns more than 5% of the Torrance Group issued and outstanding shares of Common Stock, the Company shall have recommend to its Board of Directors that the right Board take such action as may be necessary to nominate one elect a director to be named by SBC (the "SBC Nominee") to the Company's Board of Directors; provided that such SBC Nominee shall be a person acceptable to the Board of Directors in its reasonable discretion prior to such person's initial appointment which right of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group approval shall not have such right for be unreasonably withheld. Thereafter, so long as Xxxx Xxxxxxxx is an employee SBC continues to Beneficially Own more than 5% of Getty Images the issued and outstanding shares of Common Stock and TWC Beneficially Owns more than 50% of the issued and outstanding Class B Common Stock, the Company shall recommend to its Board of Directors that the Board recommend to its stockholders the reelection to the Company's Board of Directors of the SBC Nominee, or such other SBC Nominee as SBC shall designate to the Company in writing at least five Business Days prior to the meeting of the Board of Directors at which the directors consider nominations for election to the Board of Directors. The SBC Nominee shall not receive any compensation, including any shares of Common Stock, for his services as a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater Board of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its SharesDirectors. (b) For so long as the Getty Group has the right to nominate one director The rights existing in Section 8.7(a) above shall only inure to the Board pursuant to benefit of SBC if SBC has obtained relief in any state from Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman 271 of the Board Telecommunications Act of 1996, as amended from among the directors of Getty Images; PROVIDEDtime to time, HOWEVER, that the Getty Group shall not have and such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Boardrelief continues to be in effect. (c) The Stockholders agree SBC agrees to take such actions within their control as are necessary cause the SBC Nominee to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor sign any customary agreement of the Board nominees designated Company concerning the SBC Nominee's obligations as is signed by other directors of the Getty Group and the Torrance Group in accordance with this Section 2.01Company. (d) Getty Images SBC agrees that the SBC Nominee shall include as a nominee for not be entitled to participate in and shall be required to excuse himself from any Board, committee or other internal discussions and related vote if at any time the Board recommended by the Board the person designated by each general counsel of the Getty Group and Company or the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause senior vice president of law of the election Company decides that the participation of such personthe SBC Nominee presents a conflict of interest or a potential conflict of interest, unless whether the Board conflict arises out of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualifiedSBC's business, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentenceCompany's business or any other matter. (e) In The right of SBC to appoint the event that SBC Nominee shall be terminated upon the following events: (i) a vacancy is created at any time termination by SBC of the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director Alliance Agreement pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e).12.1.1.3 thereof; (fii) To a termination by the extent not already proposed Company of the Alliance Agreement pursuant to Exhibit 7.11 Section 12.1.2.2 thereof; (iii) a termination by the Company of the Merger Agreement, Xxxx Xxxxxxxx may propose Alliance Agreement pursuant to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as Section 12.1.2.1 thereof; (iv) a termination of the date hereof. The Board Alliance Agreement pursuant to Section 12.1.1.5 thereof; or (v) if the Investor owns less than 5% of Directors the total number of Getty Images shall consider any proposed appointee in good faithissued and outstanding shares of Common Stock of the Company calculated on a Fully-Diluted Basis.

Board Representation. (a) Each Effective on the date hereof, the Board shall be comprised of seven (7) Directors of whom: (i) three (3) shall be designees of the Getty Group and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images Investor Stockholders (the "BOARDInvestor Representatives"), (ii) one (1) shall be the designee of ITI (the "ITI Representative"), (iii) one (1) shall be the designee of Casty who shall be an Independent Director (the "Casty Representative"), (iv) one (1) shall be jointly designated by ITI and Casty (the "Joint Representative") whenever and (v) one (1) shall be an Independent Director acceptable to the Investor Stockholders, ITI and Casty (with such class consents not to be unreasonably withheld or delayed) (the "Independent Representative") and who, commencing with the election of directors is subject to an election; PROVIDEDDirectors at the next annual meeting of stockholders, HOWEVER, that has been elected by the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee holders of Getty Images and a member majority of the Board; outstanding Voting Securities. The initial Investor Representatives shall be Xxxxxxx X. Xxxxx, Xxxx X. Lama and PROVIDED FURTHERXxxxxxx Xxxxxxx, that the initial ITI Representative shall be Xxxxxxx Xxxxxx, the initial Casty Representative shall be ___________, the initial Joint Representative shall be _____________ and the initial Independent Representative shall be _____________. If, at any time, ITI and Casty are unable to agree upon the designation of the Joint Representative, the Joint Representative shall be designated by Xxxx Xxxxxx. For purposes hereof, each of the two Series A Preferred Directors (as defined in the Series A Certificate of Designation) and the Series B Preferred Director (as defined in the Series B Certificate of Designation) shall each count as one of the three Investor Representatives. (b) The Company shall take such right shall terminate action as may be required under applicable law (i) to cause the Board to consist of the number of Directors specified in clause (a), (ii) to include in the slate of nominees recommended by the Board the Investor Representatives, the ITI Representative, the Casty Representative, the Joint Representative and the Independent Representative (collectively, the "Representatives"), and (iii) to cause the Representatives to be duly appointed in accordance with respect to either the Torrance Group foregoing and, in the case of the Investor Representatives, in accordance with the Series A Certificate of Designation or the Getty GroupSeries B Certificate of Designation, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject . The Company agrees to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified Representatives to serve on the Board. If the Board reasonably determines that , including nominating such designee is not so qualified, the Group designating such nominee shall have the opportunity individuals to specify one additional designee who shall be so included elected as a nominee subject to the qualification set forth in the immediately preceding sentenceDirectors as provided herein. (ec) Each of the Investor Stockholders and the Stockholders agrees to vote, or act by written consent with respect to any Voting Securities beneficially owned by him or it, at each annual or special meeting of the 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 by the others 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, including nominating such individuals to be elected as Directors. (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 director nominated by the Getty Group or the Torrance GroupRepresentative, the nominating Group remaining Directors and the Company shall have cause the right vacancy created thereby to designate be filled by a replacement director to fill new designee of the party or parties that designated such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Director as soon as possible, who is designated in the manner specified in this Section 2.01(a)) and Getty Images 2.1. Each of the Company, Investor Stockholders and the Stockholders agree 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 designated 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 such actions within their control as are necessary any action that would cause the number of Directors constituting the entire Board to implement be other than seven (7) without the agreements set forth in this Section 2.01(e)written consent of each other party. (f) To The covenants and agreements set forth herein shall be subject to the extent not already proposed pursuant to Exhibit 7.11 fiduciary obligations of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies Representatives now or hereafter serving on the Board of Directors of Getty Images and shall not prevent the Representatives now or hereafter serving on the Board from taking any action or refraining to take any action while acting in the capacity as a Director of the date hereofCompany. The Board foregoing shall not limit the obligations of Directors the Investor Stockholders, ITI and Casty in their capacity as stockholders of Getty Images shall consider any proposed appointee in good faiththe Company hereunder.

Board Representation. (a) Each As soon as reasonably practicable following the date hereof (and, in any event, within thirty (30) days), the Company shall take all actions necessary to enlarge the Board of the Getty Group Directors by one member and the Torrance Group shall have the right to nominate one director appoint Xx. Xxxxx Al Marzooqi to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate in accordance with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar eventsSections 5.4(b) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares5.4(c). (b) For so long as (i) the Getty Group Purchaser (together with its Affiliates) has Beneficial Ownership of a number of shares of Common Stock not less than the right to nominate one director to the Board pursuant to Section 2.01(aClosing Shares (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) there does not exist a Material Breach (each, a “Termination Event”), the Getty Group Purchaser shall also have the right to appoint designate to the Chairman Board of Directors one individual; provided, however, that such individual must (A) be qualified to serve as a member of the Board from among the directors of Getty Images; PROVIDEDDirectors under all applicable legal, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman regulatory and stock exchange requirements and (B) agree to comply with all of the BoardCompany’s policies and rules applicable to the Company’s directors (clauses (A) and (B) together, the “Director Requirements”). (c) The Stockholders agree Prior to take designating any director, the Purchaser shall, to the extent requested in writing by the Company, enter into a written agreement with such actions within their control director whereby such director agrees to resign as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor a member of the Board nominees designated by of Directors upon a Termination Event or at the Getty Group Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Torrance Group in accordance with this Section 2.01Purchaser, and that the Company shall be a third- party beneficiary of the terms and conditions of such an agreement, and the Company shall have the right to enforce the rights of the Purchaser under such an agreement to the extent such rights arise as a result of a Termination Event. (d) Getty Images shall include For so long as a nominee for the Purchaser is entitled to designate any individual to the Board of Directors pursuant to this Section 5.4 and subject to the Director Requirements, the Company shall take all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser) to be included in the slate of nominees recommended by the Board of Directors to the person designated by Company’s stockholders for election as directors at each annual meeting of the Getty Group stockholders of the Company (and/or in connection with any election by written consent) and the Torrance Group in accordance with Section 2.01(a) and Company shall nominate such person and use its reasonable best the same efforts to cause the election of such person, unless nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of Getty Images, in the exercise election of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencenominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 5.4, or in the event of the failure of any director nominated by the Getty Group or the Torrance Groupsuch nominee to be elected, the nominating Group Purchaser shall have the right to designate a replacement director who satisfies the Director Requirements to fill such vacancy, or, if applicable, the Company shall take all necessary action to expand the board by one seat and such vacancy (provided that shall then be filled by such Group would replacement designated by the Purchaser. The Company shall take all action reasonably available to it to cause such vacancy to be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images filled by the replacement so designated, and the Stockholders agree to take Board of Directors shall promptly elect such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose designee to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithDirectors.

Board Representation. (a) Each Effective on the date hereof, the Board shall, except as otherwise provided below, be comprised of seven (7) Directors of whom: (i) two (2) shall be designees of the Getty Group and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images Investor Stockholders (the "BOARDInvestor Representatives"), (ii) whenever such class one (1) shall be a designee of directors is subject to an election; PROVIDEDITI (the "ITI Representative"), HOWEVER(iii) one (1) shall be a designee of Casty (the "Casty Representative"), that (iv) one (1) shall be jointly designated by ITI and Casty (the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events"Joint Representative") and (iiv) the others shall be Independent Directors acceptable to the Investor Stockholders (with such number consent not to be unreasonably withheld) who, commencing with the election of shares Directors at the next annual meeting of Common Stock as is equal to 2% stockholders, have been elected by the holders of a majority of the then outstanding shares of Common StockVoting Securities. Such right The initial Investor Representatives shall be Charxxx X. Xxxxx xxx Mark X. Xxxa, the initial ITI Representative shall be Michxxx Xxxxxx, xxe initial Casty Representative shall be Joel Xxxxxxxxxx, xxd the initial Joint Representative shall be Zalmxx Xxxxxx. Xx, at any time, ITI and Casty are unable to agree upon the designation of a Joint Representative, the Joint Representative shall be designated by Jose Xxxxxx. Xxtwithstanding the foregoing, at such time as an Independent Director acceptable to the Investor Stockholders (with such consent not to be unreasonably withheld) and the holders of a majority of the outstanding Voting Securities held by the Stockholders has been elected to the Board, the Investor Stockholders shall only be entitled to designate one Investor Representative, and the Investor Stockholders shall thereafter, as promptly as practicable, take all action necessary to cause one of the Investor Representatives to resign from the Board. For purposes hereof, the Series A Preferred Director (as defined in addition to any other voting rights that each Stockholder may have with respect to its Sharesthe Certificate of Designation) shall count as one of the two Investor Representatives. (b) For so long The Company shall take such action as the Getty Group has the right may be required under applicable law (i) to nominate one director to cause the Board pursuant to Section 2.01(aconsist of the number of Directors specified in clause (a), (ii) to include in the Getty Group shall also have the right to appoint the Chairman slate of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of Investor Representatives, the Getty Group ITI Representative, the Casty Representative and the Torrance Group Joint Representative (collectively, the "Representatives"), with the remaining Directors to be Independent Directors acceptable to the Investor Stockholders (with such acceptance not to be unreasonably withheld) and (iii) to cause the Investor Representatives to be duly appointed in accordance with Section 2.01(a) the foregoing and shall nominate such person and the Certificate of Designation. The Company agrees to use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.to

Board Representation. (a) Each of the Getty Group The Company and the Torrance Icahn Group shall have agree as follows: (i) on the right to nominate one director date of this Agreement, the Company will add Xxxxxxx X. Xxxxxxxx (the “Icahn Designee”) to the Board of Directors of Getty Images Forest Laboratories, Inc. (the "BOARD"“Board”) whenever by increasing the size of the Board by one seat and appointing the Icahn Designee to fill such class resulting vacancy; (ii) the Company will include the Icahn Designee in its slate of nominees for election as directors of the Company at the Company’s 2013 annual meeting of stockholders (the “2013 Annual Meeting”) and agrees that, in addition to the Icahn Designee, the Company’s slate of nominees for the 2013 Annual Meeting will include all of the incumbent members of the current Board (as long as they are willing to serve), and the Icahn Group agrees not to conduct a proxy contest for the election of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares.2013 Annual Meeting; (biii) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and Company will use its reasonable best efforts to cause the election of such person, unless the Icahn Designee to the Company’s Board at the 2013 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the Icahn Designee (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); (iv) that as a condition to the Icahn Designee’s appointment to the Board and nomination for election as a director of Directors the Company at the 2013 Annual Meeting, the Icahn Group, including the Icahn Designee, agrees to provide to the Company such information as the Company is entitled to receive from other members of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee as is not so qualifiedrequired to be disclosed in proxy statements under applicable law, an executed consent from the Group designating such nominee shall have the opportunity Icahn Designee to specify one additional designee who shall be so included named as a nominee subject in the Company’s proxy statement for the 2013 Annual Meeting and to serve as a director if so elected, a completed D&O Questionnaire in the form separately provided to the qualification Icahn Group, as contemplated by Section 1(c) of this Agreement an executed irrevocable resignation as director in the form attached hereto as Exhibit A-1,and an executed Majority Voting Resignation as director in the form attached as Exhibit A-2 (which form is a verbatim copy of the form as set forth in the immediately preceding sentence.Company’s Corporate Governance Guidelines in effect as of the date hereof and which is required to be, and will be, signed by each nominee included in the Company slate of Board nominees) (the “Nomination Documents”); (ev) In that should the event that Icahn Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on, the Board (other than as a vacancy is created at any time by the death, disability, resignation or removal result of any director not being nominated by the Getty Group or Company for an Annual Meeting subsequent to the Torrance Group2013 Annual Meeting), the nominating Icahn Group shall have be entitled to designate, and the right Company shall cause to designate be added as a member of the Board, a replacement director that is approved by the Company, such approval not to fill be unreasonably withheld or delayed (an “Acceptable Person”) (and if such vacancy (provided that such proposed designee is not an Acceptable Person, the Icahn Group would shall be entitled at to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement”). Any such Replacement who becomes a Board member in replacement of the Icahn Designee shall be deemed to be the Icahn Designee for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company the Nomination Documents and irrevocable resignations as director in the forms attached hereto as Exhibits A-1 and A-2; (vi) that time for any Annual Meeting subsequent to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement 2013 Annual Meeting, the agreements Company shall notify the Icahn Group in writing no less than 45 calendar days before the advance notice deadline set forth in this Section 2.01(ethe Company’s bylaws whether the Icahn Designee will be nominated by the Company for election as a director at such Annual Meeting and, if the Icahn Designee is to be so nominated, shall use commercially reasonable efforts to cause the election of the Icahn Designee so nominated by the Company (including recommending that the Company’s stockholders vote in favor of the election of the Icahn Designee, including the Icahn Designee in the Company’s proxy statement for such Annual Meeting and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; and (fvii) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images that as of the date hereof, the Company represents and warrants that, prior to appointing the Icahn Designee to the newly created directorship as contemplated by Section 1(a)(i), the Board is composed of ten (10) directors and that there are no vacancies on the Board. The Company agrees that, from and after the date hereof until the 2014 Annual Meeting, so long as an Icahn Designee is a member of the Board, the Company shall not increase the size of the Board above eleven (11) directors, each having one vote on all matters. (b) that from and after the date hereof until the 2014 Annual Meeting, so long as an Icahn Designee is a member of Directors the Board: (1) the Board will not form an Executive Committee of Getty Images the Board unless the Icahn Designee is appointed a member thereof; (2) with respect to any Board consideration of appointment and employment of executive officers, mergers, acquisitions, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall consider any proposed appointee take place only at the full Board level or in committees of which the Icahn Designee is a member; and (3) the Icahn Designee shall be appointed a member of the Succession Planning Committee (being the committee of the Board responsible for running the process for the selection of a new chief executive officer and president of the Company, to the extent such process is not conducted by the full Board). The Icahn Designee confirms that he or she will in good faithfaith consider recusal from such portions of Board or committee meetings, if any, involving conflicts between the Company and the Icahn Group. (c) Notwithstanding the foregoing, if at any time after the date hereof, the Icahn Group, together with all controlled Affiliates of the members of the Icahn Group (such controlled Affiliates, collectively and individually, the “Icahn Affiliates”), ceases collectively to beneficially own (as defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), an aggregate Net Long Position in at least 15,331,002 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of Common Stock as of such date, (1) the Icahn Group shall cause the Icahn Designee to promptly tender his or her resignation from the Board and any committee of the Board on which he or she then sits and (2) the Company shall have no further obligations under this Section 1. In furtherance of this Section 1(b), the Icahn Designee shall, prior to his or her appointment to the Board, and each member of the Icahn Group shall cause the Icahn Designee to, execute an irrevocable resignation as director in the form attached hereto as Exhibit A-1 and deliver it to the Company. The Icahn Group shall keep the Company regularly apprised of the Net Long Position of the Icahn Group and the Icahn Affiliates to the extent that the Icahn Group is no longer subject to Section 16 and such position differs from the ownership positions publicly reported on the Icahn Group’s Schedule 13D and amendments thereto. For purposes of this Agreement: the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the term “Net Long Position” shall mean: such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, provided that “Net Long Position” shall not include any shares as to which such person does not have the right to vote or direct the vote or as to which such person has entered into a derivative or other agreement, arrangement or understanding that xxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

Board Representation. (a) Each of the Getty Group and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election); PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each The Company, subject to its fiduciary duties under applicable state law, and each of the Getty Group Stockholders agree and the Torrance Group acknowledge that JEDI and/or its Permitted Transferees (defined below) shall have the right right, exercisable at any time and acting alone (or, if more than one, in concert with each other), to nominate elect one director to or more members of the Board of Directors of Getty Images the Company as determined below, until such time (the "BOARDTermination Date") whenever such class as JEDI and/or its Permitted Transferees have transferred in the aggregate 1,340,405 shares of Company Stock to one or more persons other than Permitted Transferees. The number of directors is subject that JEDI and/or its Permitted Transferees shall be entitled to an election; PROVIDED, HOWEVER, elect shall be that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee number of Getty Images and directors that represents a member percentage of the Board; and PROVIDED FURTHER, entire Board of Directors at the time of election that such right shall terminate with respect is as close as possible to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater percentage of (i) 3,000,000 outstanding shares of Common Stock (subject to equitable adjustment in then held collectively by JEDI and/or its Permitted Transferees. In calculating that percentage, the event of stock splits, stock dividends and similar events) and (ii) such number of outstanding shares of Common Stock as is equal held by JEDI and/or its Permitted Transferees shall not exceed 1,340,405 shares less any number of shares theretofore transferred by JEDI and/or its Permitted Transferees to 2% one or more persons other than Permitted Transferees. In no case before the Termination Date shall JEDI and/or its Permitted Transferees be entitled to elect less than one director. Any director elected by JEDI and/or its Permitted Transferees pursuant to this Section 1 may be removed only by JEDI and/or its Permitted Transferees and any vacancy resulting from the resignation, removal or death of any director elected by JEDI and/or its Permitted Transferees may be filled only by JEDI and/or its Permitted Transferees, and neither the then outstanding shares of Common Stock. Such right Company nor any Stockholder other than JEDI and/or its Permitted Transferees shall be in addition take any action to remove any other voting rights that each Stockholder may have with respect to its Sharessuch director or fill any such vacancy. (b) For so long as In order to facilitate the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman rights of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements JEDI and/or its Permitted Transferees set forth in Sections 2.01(aparagraph (a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by 1, each of the Getty Group and the Torrance Group in accordance Stockholders other than JEDI hereby grants to JEDI its proxy, which (being coupled with Section 2.01(aan interest) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as irrevocable, to take any of the following actions, either by written consent or at a nominee subject meeting of the Company's stockholders: (i) to elect the qualification set forth in the immediately preceding sentence. number of directors that JEDI and/or its Permitted Transferees are entitled to elect pursuant to paragraph (ea) In the event that of this Section 1; (ii) to remove a vacancy is created at any time director elected by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director JEDI and/or its Permitted Transferees; and (iii) to fill such any vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors resulting from the removal, resignation or death of Getty Images as of the date hereofa director elected by JEDI and/or its Permitted Transferees. The Board proxy granted hereby shall terminate upon the termination of Directors JEDI's and/or its Permitted Transferees's right to elect directors pursuant to paragraph (a) of Getty Images shall consider any proposed appointee in good faiththis Section 1.

Board Representation. (a) Each At each annual meeting of the Getty Group and shareholders of the Torrance Group shall have Company, or at any meeting of the right to nominate one director to shareholders of the Company at which members of the Board of Directors of Getty Images the Company (the "BOARDBoard") are to be elected, or whenever members of the Board are to be elected by written consent, the Investors agree to take all such class actions as shall be reasonably necessary to affirmatively vote or act with respect to their shares so as to elect: (a) one (1) member of directors is subject to an electionthe Board designated by the holders of a majority of the shares of Series B Preferred Stock of the Company (the "Series B Director"); PROVIDED, HOWEVER, provided that the Torrance Group Series B Director shall not have such right for be designated by Hummer Winblad Venture Partners or its affiliates ("Hummer Winblad"), so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member Hummer Winblad owns at least 1,500,000 shares of the Board; Company's Common Stock, on an as-converted basis (as adjusted for any stock split, stock dividend, recapitalization and PROVIDED FURTHER, that such right the like) and shall terminate with respect to either initially be Ann Xxxxxxx; (b) two (2) members of the Torrance Group or Board (the Getty Group, as "Prior Holders Directors") designated by the case may be, once such Group beneficially owns fewer than the greater holders of (i) 3,000,000 a majority of outstanding shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Series A Preferred Stock as is equal to 2% of the then outstanding shares of Common StockCompany held by the Prior Holders, voting together as a single class on an as-converted basis, which director shall initially be Jamex X. Xxxxxxx, Xx. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board.xxx Saul Xxxxxxx; (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(aone (1) and 2.01(b), including the voting of their respective Shares in favor member of the Board nominees designated by mutual consent of the Getty Group Series B Director and the Torrance Group in accordance Prior Holders Directors and reasonably acceptable to each of them; provided, however, that such member shall (i) have relevant industry experience, (ii) not be otherwise affiliated with this Section 2.01.the Company or the Investors and (iii) initially be Michxxx X. Xxxxx; xxd (d) Getty Images shall include as a nominee for one (1) member of the Board recommended by (the Board the person "Series E Director") designated by each SOFTBANK Capital Partners, LP ( "SOFTBANK") on behalf of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines Series E Investors; provided that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject mutually acceptable to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images SOFTBANK and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)Company. (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each Subject to the terms and conditions of the Getty Group and the Torrance Group shall have the right to nominate one director to this Section 4.2, the Board of Directors of Getty Images the Company shall consist of five directors. So long as Investor or its affiliates hold a majority of the outstanding shares of Series A Preferred Stock, Investor shall be entitled to nominate, elect, remove and replace three members of the Company’s Board of Directors (with all such directors nominated and elected by Investor being hereinafter referred to as the "BOARD") whenever such class of directors is subject to an election“Series A Directors”); PROVIDEDprovided, HOWEVERhowever, that if Investor or its affiliates fail to purchase either of (i) the Torrance Group Second Tranche Shares despite the occurrence of the Second Tranche Trigger Event and the fulfillment of the conditions of Article VIII of the Purchase Agreement, or (ii) the Third Tranche Shares despite the occurrence of the Third Tranche Trigger Event and the fulfillment of the conditions of Article VIII of the Purchase Agreement, within 30 days of any such obligation of Investor to purchase such Purchased Shares, the number of Series A Directors shall be reduced by one for each such Tranche that is not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images purchased. Investor and a Xxxxx Xxxxxxxxx shall be entitled to nominate, elect, remove and replace one member of the Board; Board of Directors, and PROVIDED FURTHERshall elect such director as soon as practicable following the First Tranche Closing. The holders of the outstanding Common Stock shall be entitled to nominate, that elect, remove and replace the remaining member(s) of the Board of Directors. Common Stock issuable upon conversion of the Series A Preferred Stock is not deemed to be outstanding Common Stock for purposes of this paragraph unless and until actually issued. All directors shall be elected to serve a one-year term and until their successors have been duly elected and qualified. Any director may be removed, with or without cause, by the holder or holders of equity securities who nominated such director, as applicable. In the event a director position becomes vacant, the holder or holders of securities who nominated the director whose position has become vacant shall have the sole right to fill such vacancy. Except as set forth in Section 4.6, at all meetings of the Board of Directors, the presence of at least two-thirds of the total number of directors shall terminate with respect constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall constitute the act of the Board of Directors. Each Principal Stockholder and Investor hereby agree to either the Torrance Group vote their shares of Common Stock (or the Getty GroupSeries A Preferred Stock, as the case may be) to effect the terms and conditions of this Article IV and irrevocably instructs the Company to disregard any vote, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splitsconsent, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other proxy, or voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director instruction given to the Board pursuant Company by such stockholder or Investor that relates to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman nomination or election of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall and is not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with the provisions of this Section 2.01. (d) Getty Images Agreement. Each Principal Stockholder and Investor shall include hold the Company harmless from any liability as a nominee for the Board recommended by the Board the person designated by each result of the Getty Group Company’s disregarding of any vote such stockholder or investor attempts to cast in contravention of this Agreement. The Company shall provide customary director and the Torrance Group officer liability insurance coverage for all directors in accordance with Section 2.01(a) such amounts, and underwritten by such insurance company, as shall nominate such person and use its reasonable best efforts to cause the election of such person, unless be approved by the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)Series A Directors. (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each The Company, subject to its fiduciary duties under applicable state law, and each of the Getty Group Stockholders agree and the Torrance Group acknowledge that JEDI and/or its Permitted Transferees (defined below) shall have the right right, exercisable at any time and acting alone (or, if more than one, in concert with each other), to nominate elect one director to or more members of the Board of Directors of Getty Images the Company as determined below, until such time (the "BOARDTermination Date") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that as JEDI and/or its Permitted Transferees have transferred in the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 aggregate 1,340,405 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such one or more persons other than Permitted Transferees. The number of directors that JEDI and/or its Permitted Transferees shall be entitled to elect shall be that number of directors that represents a percentage of the entire Board of Directors at the time of election that is as close as possible to the percentage of outstanding shares of Common Stock as is equal to 2% then held collectively by JEDI and/or its Permitted Transferees. In calculating that percentage, the number of the then outstanding shares of Common StockStock held by JEDI and/or its Permitted Transferees shall not exceed 1,340,405 shares less any number of shares theretofore transferred by JEDI and/or its Permitted Transferees to one or more persons other than Permitted Transferees. Such right In no case before the Termination Date shall JEDI and/or its Permitted Transferees be in addition entitled to elect less than one director. Any director elected by JEDI and/or its Permitted Transferees pursuant to this Section 1 may be removed only by JEDI and/or its Permitted Transferees and any vacancy resulting from the resignation, removal or death of any director elected by JEDI and/or its Permitted Transferees may be filled only by JEDI and/or its Permitted Transferees, and neither the Company nor any Stockholder other voting rights that each Stockholder may have with respect than JEDI and/or its Permitted Transferees shall take any action to its Sharesremove any such director or fill any such vacancy. (b) For so long as In order to facilitate the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman rights of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements JEDI and/or its Permitted Transferees set forth in Sections 2.01(aparagraph (a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by 1, each of the Getty Group and the Torrance Group in accordance Stockholders other than JEDI hereby grants to JEDI its proxy, which (being coupled with Section 2.01(aan interest) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as irrevocable, to take any of the following actions, either by written consent or at a nominee subject meeting of the Company's stockholders: (i) to elect the qualification set forth in the immediately preceding sentence. number of directors that JEDI and/or its Permitted Transferees are entitled to elect pursuant to paragraph (ea) In the event that of this Section 1; (ii) to remove a vacancy is created at any time director elected by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director JEDI and/or its Permitted Transferees; and (iii) to fill such any vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors resulting from the removal, resignation or death of Getty Images as of the date hereofa director elected by JEDI and/or its Permitted Transferees. The Board proxy granted hereby shall terminate upon the termination of Directors JEDI's and/or its Permitted Transferees's right to elect directors pursuant to paragraph (a) of Getty Images shall consider any proposed appointee in good faiththis Section 1.

Board Representation. (a) Each Upon the closing of the Getty Group and the Torrance Group shall have the right to nominate one director to transactions contemplated by this Agreement, the Board of Directors of Getty Images the Company (the "BOARD") whenever such class of directors is subject will be increased from seven (7) members to an election; PROVIDED, HOWEVER, that eight (8) members. The vacancy created by the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member increase in the size of the Board; and PROVIDED FURTHER, that such right shall terminate with respect Board will be allocated to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its SharesClass I Directors. (b) For so long as The Board will initially nominate and elect to fill the Getty Group has vacancy in the right to nominate one director to Class I Directors a representative designated by the Board pursuant to Section 2.01(aManager (the "MANAGER DESIGNEE"), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree Manager Designee shall be appointed to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor Compensation Committee of the Board nominees designated by and in the Getty Group and event an Executive Committee is created, to the Torrance Group in accordance with this Section 2.01Executive Committee of the Board (collectively, the "COMMITTEES"). (d) Getty Images The Company shall include as a nominee for take all reasonable steps to maintain the Manager Designee on the Board recommended by and the Board Committees, including nominating the person designated by each Manager Designee for re-election, provided that the Manager and the TCW Entities (and their affiliates) collectively beneficially own at least 800,000 shares of common stock of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentenceCompany. (e) In the event that a vacancy the Manager no longer has any Manager Designee on the Board, then the TCW Entities shall be entitled to have one representative (the "BOARD REPRESENTATIVE") observe, but with no right to participate or vote at, all Board and Committee meetings, PROVIDED THAT (i) such representative is created subject to the Company's xxxxxxx xxxxxxx policy and to an appropriate confidentiality agreement with the Company; and (ii) the TCW Entities (and their affiliates) beneficially owns at any time by least 400,000 shares of the deathcommon stock of the Company, disability, resignation or removal of any director nominated by the Getty Group or the Torrance GroupCompany has any amounts owing under the Revolver. PROVIDED, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided HOWEVER, that such Group Board Representative will not be allowed to attend a Board meeting if a majority of the Board reasonably believes, based upon advice from counsel, that such Board Representative's attendance at such meeting would be entitled at that time adversely affect attorney-client privilege relating to nominate a director pursuant matters directly involving the Manager or the TCW Entities, between the Company and its counsel, and in such case, only for the portion of such meeting during which confidential matters relating to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as privilege are necessary to implement the agreements set forth in this Section 2.01(e)being discussed. (f) To During the extent not already proposed pursuant period that the Manager has a right to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose nominate a Manager Designee to the Board or the TCW Entities have a right to a Board Representative, each pursuant to Section 4.1, then the TCW Entities shall be entitled to have one analyst observe, but with no right to participate or vote at, all Board meetings, PROVIDED THAT such analyst is subject to the Company's xxxxxxx xxxxxxx policy and to an appropriate confidentiality agreement with the Company. PROVIDED, HOWEVER, that such Board Representative will not be allowed to attend a Board meeting if a majority of Directors the Board reasonably believes, based upon advice of Getty Images noncounsel, that such analyst's attendance at such meeting would adversely affect attorney-employees with appropriate industry experience client privilege relating to fill two vacancies matters directly involving the Manager or the TCW Entities between the Company and its counsel, and in such case, only for the portion of such meeting during which confidential matters relating to such privilege are being discussed. (g) For so long as there is a Manager Designee on the Board, the Manager, the TCW Entities or Holdings shall not nominate, including but not limited to submitting any stockholder proposal to nominate, any other nominee to the Board of Directors of Getty Images as who was or is an employee, officer, director, manager, agent or affiliate of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithTCW Entities, TCW/Crescent Mezzanine, L.L.C., TCW Asset Management Company, or TCW Investment Management Company.

Board Representation. The Company shall use its best efforts to limit the number of persons constituting the Board of Directors to nine. So long as each of Centocor Delaware, Inc., the Chancellor Investors (aas hereinafter defined) Each and DSV Partners shall own at least 20% of the Getty Group issued and outstanding Common Stock of the Torrance Group Company, assuming conversion into Common Stock of all convertible securities of the Company, then each shall have the right to nominate one director person for election to the Company's Board of Directors Directors." 19. The first sentence of Getty Images (the Paragraph 6(s) is hereby deleted in its entirety. 20. The fifteenth through seventeenth lines of Paragraph 6(s) are hereby amended to read as follows: "BOARDinsurance and such other insurance as may be required by law." 21. The ninth line of Paragraph 7(a) whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; Agreement is hereby amended to read as follows: "holders of Securities and PROVIDED FURTHERSeries B Securities, that such right shall terminate with respect and thereupon (except as expressly..." 22. The fifteenth line of Paragraph 7(a) of the Agreement is hereby amended to either the Torrance Group or the Getty Group, read as the case may be, once such Group beneficially owns fewer than the greater of follows: "and (iy) 3,000,000 all other shares of Registerable Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Series B Registerable Common Stock the holders..." 23. The seventh line of Section 7(a)(i) is hereby amended to read as is equal follows: "pursuant to 2% this paragraph 7(a) or Section 7.1 of the then outstanding shares Series B Agreement (except that, upon request..." 24. The eighth through twelfth lines of Common StockParagraph 7(a)(ii) are hereby amended to read as follows: "Securities and Series B Securities. Such right shall be in addition to any other voting rights In that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a)event, the Getty Group shall also have the right to appoint the Chairman other holders of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) Securities and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group Series B Securities shall have the right to designate include their shares of Registerable Common Stock and Series B Registerable Common Stock in the underwriting (unless otherwise mutually agreed by a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images majority in interest of the holders of the Securities and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(eSeries B Securities). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board managing underwriter for such offering..." 25. The second line of Directors Paragraph 7(a)(iii) is hereby amended to read as follows: "not permit third parties other than holders of Getty Images shall consider any proposed appointee in good faith.Series B Securities to include additional securities in..." 26. The third line of Paragraph 7(a)(iii) is hereby amended to read as follows: 27. Paragraph 7(a)(iv) is hereby amended to read as follows:

Board Representation. (ai) Each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to all of the Getty Group and Securities beneficially owned or held of record by it or cause all of the Torrance Group shall have the right Securities beneficially owned by it to nominate one director be voted, or cause a written consent in lieu thereof to the be executed, to elect a Board of Directors of Getty Images to be composed as follows: (the "BOARD"A) whenever such class of directors is subject Subject to an election; PROVIDEDSection 2.1(b)(ii), HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx a Founder Group meets the Founder Group Minimum Ownership Condition, such Founder Group shall be entitled to designate one (1) director (each, a “Founder Designee”); provided that if (x) neither Founder Group meets the Founder Group Minimum Ownership Condition individually, but collectively, both Founder Groups Beneficially Own, in the aggregate, a number of Securities representing an Ownership Percentage of at least 5% and (y) neither Founder Group has made any Transfer other than Transfers to the Permitted Group of the Founder who is an employee associated with such Founder Group then the Founder Groups (collectively) shall be entitled to designate one (1) director (a “Joint Founder Designee”), provided, further, that, if one Founder Group has made any Transfer other than Transfers to the Permitted Group of Getty Images the Founder who is associated with such Founder Group but the other Founder Group has not, and the condition in clause (x) of the preceding proviso has been met, then the condition in clause (y) of the preceding proviso will be deemed to have been met and the Founder whose Founder Group has not made any Transfer other than Transfers to the Permitted Group of such Founder shall be entitled to designate such Joint Founder Designee; and (B) The Sponsor shall have the right, but not the obligation, to designate, and the individuals nominated for election as directors by or at the direction of the Board or a duly authorized committee of the Board shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a director of the Company and taking into account any director continuing to serve without the need for re-election, the number of Blackstone Designees (as defined below) serving as directors of the Company will be equal to: (i) if the Sponsor and its affiliates collectively Beneficially Own 50% or more of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 50% of the Total Number of Directors; (ii) if the Sponsor and its Affiliates collectively Beneficially Own at least 40% (but less than 50%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 40% of the Total Number of Directors; (iii) if the Sponsor and its Affiliates collectively Beneficially Own at least 30% (but less than 40%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (iv) if the Sponsor and its Affiliates collectively Beneficially Own at least 20% (but less than 30%) of the Common Stock as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (v) if the Sponsor and its Affiliates collectively Beneficially Own at least 5% (but less than 20%) of the Common Stock as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10% of the Total Number of Directors (in each case, each such person a “Blackstone Designee”). (each director so designated by a Founder Group or Sponsor, a “Designee”); provided that if a Founder Group is entitled to only one Designee, such Designee shall be the applicable Founder of such Founder Group unless such Founder cannot serve on the Board due to death or disability; provided, further, that in the event a Founder Group is entitled to one Designee but the applicable Founder of such Founder Group cannot serve on the Board due to death or disability, such Designee shall be chosen by the other Founder, which individual must have relevant industry experience and such surviving Founder shall consult with the Blackstone Designees prior to choosing such Designee; provided, further, in the event both Founder Groups are entitled to each designate one Designee but both Founders are unable to serve on the Board due to death or disability, each such Designee shall be chosen by their respective Founder Groups, which individual must have industry experience and be reasonably acceptable to the Blackstone Designees (such approval shall not be unreasonably withheld, conditioned or delayed). (ii) Subject to Section 2.1(b)(i)(A), if at any time a Founder Group fails to meet the Founder Group Minimum Ownership Condition, then such Founder Group’s right to designate, nominate and replace any member of the Board; and PROVIDED FURTHERBoard (other than a Joint Founder Designee, that such right if applicable) shall terminate with respect and reduce to either the Torrance zero (0) directors, and such Founder Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject agrees to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to promptly thereafter cause its Shares. (b) For so long as the Getty Group has the right to nominate one Designee director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board tender his or her immediate resignation from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (eiii) In the event that a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any director nominated by Designee director, only the Getty Founder Group or Stockholder that designated such deceased, disabled, retired, resigning or removed Designee may designate another individual (the Torrance Group, the nominating Group shall have the right to designate a replacement director “Replacement Nominee”) to fill such vacancy (provided that such Group would be entitled at that time to nominate and serve as a director pursuant on the Board and each Stockholder agrees that it shall vote, or execute a written consent in lieu thereof with respect to Section 2.01(a)) and Getty Images and all of the Stockholders agree Securities beneficially owned or held of record by it or cause all of the Securities beneficially owned by it to take be voted, or cause a written consent in lieu thereof to be executed to elect such actions within their control as are necessary Replacement Nominee to implement the agreements set forth in this Section 2.01(e)Board. (fiv) To the extent not already proposed Directors are subject to removal pursuant to Exhibit 7.11 the applicable provisions of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board Certificate of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as Incorporation of the date Company; provided, however, for as long as this Agreement remains in effect, (x) the Blackstone Designees may only be removed with the consent of the Sponsor, (y) each Founder Designee may only be removed with the consent of the applicable Founder Group that designated such Founder Designee and (z) the Joint Founder Designee may only be removed with the consent of both Founder Groups, in each case delivered in accordance with Section 7.13 hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each At all times from and after --------------------- the date hereof, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Getty Group and the Torrance Group Board): (i) so long as TDF is Qualified, TDF shall have the right to nominate one director appoint two Directors pursuant to the Board terms of Directors of Getty Images the Class A Stock set forth in the Charter (the "BOARDTDF Designees") whenever such class of directors is subject to an electionand the initial TDF Designees shall be Michel ------------- Azibert and Xxxxx Xxxxxxxxx; PROVIDEDprovided, HOWEVERhowever, that if TDF is not -------- ------- Qualified, such members of the Torrance TDF Group shall not have such right for shall, so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member the Ownership Interest of the BoardTDF Group is at least 5.0%, have the right to appoint a Director pursuant to the terms of such Class A Stock (the "TDF Designee"); and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, ------------ (ii) so long as the case may be, once such Crown Group beneficially owns fewer than the greater has beneficial ownership of (i) 3,000,000 at least 555,555 shares of Common Stock (subject as adjusted from time to equitable adjustment time to take into account any stock split, stock dividend, recapitalization or other similar transaction) the members of the Crown Group holding in the event aggregate a majority of stock splits, stock dividends and similar events) and (ii) such the aggregate number of shares Shares held of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated record by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Crown Group shall have the right to designate one nominee for election as a replacement director Director (the "Crown Designee"); -------------- (iii) so long as the Initial Stockholder Group maintains an Ownership Interest, the members of the Initial Stockholder Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Initial Stockholder Group shall have the right to fill designate one nominee for election as a Director (the "Initial Stockholder Designee"), it being ---------------------------- understood that the Initial Stockholder may be such vacancy nominee; (provided iv) the Chief Executive Officer of the Company shall have the right to designate one nominee for election as a Director (the "CEO Designee"); ------------ (v) so long as the Ownership Interest of the Centennial Group is at least 5.0%, the members of the Centennial Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Centennial Group shall have the right to designate one nominee for election as a Director (the "Centennial Designee"); ------------------- (vi) so long as the Ownership Interest of the Berkshire Group is at least 5.0%, the members of the Berkshire Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Berkshire Group shall have the right to designate one nominee for election as a Director (the "Berkshire Designee"); ------------------ (vii) so long as the Ownership Interest of the Nassau Group is not less than the Ownership Interest of the Nassau Group immediately following the closing of the IPO, the members of the Nassau Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nassau Group shall have the right (viii) all Directors other than the Designees ("General Directors") ----------------- shall be nominated in accordance with the Charter and By-laws; provided, -------- however, that immediately upon the effectiveness of this Agreement, the ------- Company, through the Board, shall cause to be duly appointed to the Board at least four Independent Directors (including for the avoidance of doubt, the Independent Director designated for nomination by TDF as set forth below); provided, however, that TDF shall have a one-time right, -------- ------- exercisable upon the Closing, to designate one such Independent Director for nomination as a Director, which designee shall be Xx. Xxxxxxx X. Murphy. For purposes of this Section 3.02(a)(viii), Xx. Xxxxxx X. McKenzie, Xx. X. Landis Xxxxxx and Xx. Xxxxxx X. Hutcheson, Jr. shall be deemed to be Independent Directors. (b) Without limiting the generality of Section 3.02(a), in the event that at any time after the date hereof the number of Directors designated by a Group pursuant to Section 3.02(a) differs from the number that such Group would be entitled at has the right (and desire) to designate, (i) if the number of such Directors exceeds such number, such Group shall promptly take all appropriate action to cause to resign that time number of Directors designated by such Group as is required to nominate a director pursuant to Section 2.01(a)) and Getty Images and make the Stockholders agree to take remaining number of such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose Directors conform to the provisions of this Agreement or (ii) if the number of such Directors otherwise is less than such number, the Board of Directors of Getty Images non-employees with appropriate industry experience shall take all necessary action to fill two create sufficient vacancies on the Board to permit such Group to designate the full number of Directors which it is entitled (and desires) to designate pursuant to the provisions of Getty Images as this Agreement (such action may include but need not be limited to seeking the resignation or removal of Directors or, at the request of such Group and/or calling a special meeting of the date hereofstockholders of the Company for the purpose of removing Directors to create such vacancies to the extent permitted by applicable law). The Upon the creation of any vacancy pursuant to the preceding sentence, such Group shall designate a nominee to fill any such vacancy in accordance with the provisions of this Agreement and the Board shall elect each nominee so designated. (c) Subject to TDF's right pursuant to Section 3.02(a)(viii), no Group shall be entitled to designate any nominee for election as a Director under more than one paragraph of Directors of Getty Images shall consider any proposed appointee in good faiththis Section 3.02.

Board Representation. (a) Each At all times from and after --------------------- the date hereof, the Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Getty Group and the Torrance Group Board): (i) so long as TDF is Qualified, TDF shall have the right to nominate one director appoint two Directors pursuant to the Board terms of Directors of Getty Images the Class A Stock set forth in the Charter (the "BOARDTDF Designees") whenever such class of directors is subject to an electionand the initial TDF Designees shall be Michel ------------- Azibert and Xxxxx Xxxxxxxxx; PROVIDEDprovided, HOWEVERhowever, that if TDF is not -------- ------- Qualified, such members of the Torrance TDF Group shall not have such right for shall, so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member the Ownership Interest of the BoardTDF Group is at least 5.0%, have the right to appoint a Director pursuant to the terms of such Class A Stock (the "TDF Designee"); and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, ------------ (ii) so long as the case may be, once such Crown Group beneficially owns fewer than the greater has beneficial ownership of (i) 3,000,000 at least 555,555 shares of Common Stock (subject as adjusted from time to equitable adjustment time to take into account any stock split, stock dividend, recapitalization or other similar transaction) the members of the Crown Group holding in the event aggregate a majority of stock splits, stock dividends and similar events) and (ii) such the aggregate number of shares Shares held of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated record by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Crown Group shall have the right to designate one nominee for election as a replacement director Director (the "Crown Designee"); -------------- (iii) so long as the Initial Stockholder Group maintains an Ownership Interest, the members of the Initial Stockholder Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Initial Stockholder Group shall have the right to fill designate one nominee for election as a Director (the "Initial Stockholder Designee"), it being ---------------------------- understood that the Initial Stockholder may be such vacancy nominee; (provided iv) the Chief Executive Officer of the Company shall have the right to designate one nominee for election as a Director (the "CEO Designee"); ------------ (v) so long as the Ownership Interest of the Centennial Group is at least 5.0%, the members of the Centennial Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Centennial Group shall have the right to designate one nominee for election as a Director (the "Centennial Designee"); ------------------- (vi) so long as the Ownership Interest of the Berkshire Group is at least 5.0%, the members of the Berkshire Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Berkshire Group shall have the right to designate one nominee for election as a Director (the "Berkshire Designee"); ------------------ (vii) so long as the Ownership Interest of the Nassau Group is not less than the Ownership Interest of the Nassau Group immediately following the closing of the IPO, the members of the Nassau Group holding in the aggregate a majority of the aggregate number of Shares held of record by the Nassau Group shall have the right to designate one nominee for election as a Director (the "Nassau Designee"); and --------------- (viii) all Directors other than the Designees ("General Directors") ----------------- shall be nominated in accordance with the Charter and By-laws; provided, -------- however, that immediately upon the effectiveness of this Agreement, the ------- Company, through the Board, shall cause to be duly appointed to the Board at least four Independent Directors (including for the avoidance of doubt, the Independent Director designated for nomination by TDF as set forth below); provided, however, that TDF shall have a one-time right, -------- ------- exercisable upon the Closing, to designate one such Independent Director for nomination as a Director, which designee shall be Xx. Xxxxxxx X. Murphy. For purposes of this Section 3.02(a)(viii), Xx. Xxxxxx X. McKenzie, Xx. X. Landis Xxxxxx and Xx. Xxxxxx X. Hutcheson, Jr. shall be deemed to be Independent Directors. (b) Without limiting the generality of Section 3.02(a), in the event that at any time after the date hereof the number of Directors designated by a Group pursuant to Section 3.02(a) differs from the number that such Group would be entitled at has the right (and desire) to designate, (i) if the number of such Directors exceeds such number, such Group shall promptly take all appropriate action to cause to resign that time number of Directors designated by such Group as is required to nominate a director pursuant to Section 2.01(a)) and Getty Images and make the Stockholders agree to take remaining number of such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose Directors conform to the provisions of this Agreement or (ii) if the number of such Directors otherwise is less than such number, the Board of Directors of Getty Images non-employees with appropriate industry experience shall take all necessary action to fill two create sufficient vacancies on the Board to permit such Group to designate the full number of Directors which it is entitled (and desires) to designate pursuant to the provisions of Getty Images as this Agreement (such action may include but need not be limited to seeking the resignation or removal of Directors or, at the request of such Group and/or calling a special meeting of the date hereofstockholders of the Company for the purpose of removing Directors to create such vacancies to the extent permitted by applicable law). The Upon the creation of any vacancy pursuant to the preceding sentence, such Group shall designate a nominee to fill any such vacancy in accordance with the provisions of this Agreement and the Board shall elect each nominee so designated. (c) Subject to TDF's right pursuant to Section 3.02(a)(viii), no Group shall be entitled to designate any nominee for election as a Director under more than one paragraph of Directors of Getty Images shall consider any proposed appointee in good faiththis Section 3.02.

Board Representation. (a) Each of the Getty Group The Company and the Torrance Icahn Group shall have agree as follows: (i) on the right to nominate one director date of this Agreement, the Company will add Vxxxxxx X. Xxxxxxxx (the “Icahn Designee”) to the Board of Directors of Getty Images Forest Laboratories, Inc. (the "BOARD"“Board”) whenever by increasing the size of the Board by one seat and appointing the Icahn Designee to fill such class resulting vacancy; (ii) the Company will include the Icahn Designee in its slate of nominees for election as directors of the Company at the Company’s 2013 annual meeting of stockholders (the “2013 Annual Meeting”) and agrees that, in addition to the Icahn Designee, the Company’s slate of nominees for the 2013 Annual Meeting will include all of the incumbent members of the current Board (as long as they are willing to serve), and the Icahn Group agrees not to conduct a proxy contest for the election of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares.2013 Annual Meeting; (biii) For so long as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and Company will use its reasonable best efforts to cause the election of such person, unless the Icahn Designee to the Company’s Board at the 2013 Annual Meeting (including recommending that the Company’s stockholders vote in favor of the election of the Icahn Designee (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate); (iv) that as a condition to the Icahn Designee’s appointment to the Board and nomination for election as a director of Directors the Company at the 2013 Annual Meeting, the Icahn Group, including the Icahn Designee, agrees to provide to the Company such information as the Company is entitled to receive from other members of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee as is not so qualifiedrequired to be disclosed in proxy statements under applicable law, an executed consent from the Group designating such nominee shall have the opportunity Icahn Designee to specify one additional designee who shall be so included named as a nominee subject in the Company’s proxy statement for the 2013 Annual Meeting and to serve as a director if so elected, a completed D&O Questionnaire in the form separately provided to the qualification Icahn Group, as contemplated by Section 1(c) of this Agreement an executed irrevocable resignation as director in the form attached hereto as Exhibit A-1,and an executed Majority Voting Resignation as director in the form attached as Exhibit A-2 (which form is a verbatim copy of the form as set forth in the immediately preceding sentence.Company’s Corporate Governance Guidelines in effect as of the date hereof and which is required to be, and will be, signed by each nominee included in the Company slate of Board nominees) (the “Nomination Documents”); (ev) In that should the event that Icahn Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving, on, the Board (other than as a vacancy is created at any time by the death, disability, resignation or removal result of any director not being nominated by the Getty Group or Company for an Annual Meeting subsequent to the Torrance Group2013 Annual Meeting), the nominating Icahn Group shall have be entitled to designate, and the right Company shall cause to designate be added as a member of the Board, a replacement director that is approved by the Company, such approval not to fill be unreasonably withheld or delayed (an “Acceptable Person”) (and if such vacancy (provided that such proposed designee is not an Acceptable Person, the Icahn Group would shall be entitled at to continue designating a recommended replacement until such proposed designee is an Acceptable Person) (a “Replacement”). Any such Replacement who becomes a Board member in replacement of the Icahn Designee shall be deemed to be the Icahn Designee for all purposes under this Agreement, and prior to his or her appointment to the Board, shall be required to provide to the Company the Nomination Documents and irrevocable resignations as director in the forms attached hereto as Exhibits A-1 and A-2; (vi) that time for any Annual Meeting subsequent to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement 2013 Annual Meeting, the agreements Company shall notify the Icahn Group in writing no less than 45 calendar days before the advance notice deadline set forth in this Section 2.01(ethe Company’s bylaws whether the Icahn Designee will be nominated by the Company for election as a director at such Annual Meeting and, if the Icahn Designee is to be so nominated, shall use commercially reasonable efforts to cause the election of the Icahn Designee so nominated by the Company (including recommending that the Company’s stockholders vote in favor of the election of the Icahn Designee, including the Icahn Designee in the Company’s proxy statement for such Annual Meeting and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).; and (fvii) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images that as of the date hereof, the Company represents and warrants that, prior to appointing the Icahn Designee to the newly created directorship as contemplated by Section 1(a)(i), the Board is composed of ten (10) directors and that there are no vacancies on the Board. The Company agrees that, from and after the date hereof until the 2014 Annual Meeting, so long as an Icahn Designee is a member of the Board, the Company shall not increase the size of the Board above eleven (11) directors, each having one vote on all matters. (b) that from and after the date hereof until the 2014 Annual Meeting, so long as an Icahn Designee is a member of Directors the Board: (1) the Board will not form an Executive Committee of Getty Images the Board unless the Icahn Designee is appointed a member thereof; (2) with respect to any Board consideration of appointment and employment of executive officers, mergers, acquisitions, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, shall consider any proposed appointee take place only at the full Board level or in committees of which the Icahn Designee is a member; and (3) the Icahn Designee shall be appointed a member of the Succession Planning Committee (being the committee of the Board responsible for running the process for the selection of a new chief executive officer and president of the Company, to the extent such process is not conducted by the full Board). The Icahn Designee confirms that he or she will in good faithfaith consider recusal from such portions of Board or committee meetings, if any, involving conflicts between the Company and the Icahn Group. (c) Notwithstanding the foregoing, if at any time after the date hereof, the Icahn Group, together with all controlled Affiliates of the members of the Icahn Group (such controlled Affiliates, collectively and individually, the “Icahn Affiliates”), ceases collectively to beneficially own (as defined in Rule 13d-3 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), an aggregate Net Long Position in at least 15,331,002 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) of Common Stock as of such date, (1) the Icahn Group shall cause the Icahn Designee to promptly tender his or her resignation from the Board and any committee of the Board on which he or she then sits and (2) the Company shall have no further obligations under this Section 1. In furtherance of this Section 1(b), the Icahn Designee shall, prior to his or her appointment to the Board, and each member of the Icahn Group shall cause the Icahn Designee to, execute an irrevocable resignation as director in the form attached hereto as Exhibit A-1 and deliver it to the Company. The Icahn Group shall keep the Company regularly apprised of the Net Long Position of the Icahn Group and the Icahn Affiliates to the extent that the Icahn Group is no longer subject to Section 16 and such position differs from the ownership positions publicly reported on the Icahn Group’s Schedule 13D and amendments thereto. For purposes of this Agreement: the term “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act; the term “Net Long Position” shall mean: such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis, provided that “Net Long Position” shall not include any shares as to which such person does not have the right to vote or direct the vote or as to which such person has entered into a derivative or other agreement, arrangement or understanding that hxxxxx or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares; and the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.

Board Representation. (a) Each of the Getty Group and the Torrance Group shall have the right to nominate one director to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for For so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares Mxxxxxx Xxxxxxx, any of his family members or any of his or their respective affiliates (collectively, the “Serruya Group”) (A) is a holder of a Note issued hereunder and (B) beneficially owns (as defined for purposes of Rule 13d-3 of the 1000 Xxx) in excess of 1.0% of the Common Stock (subject to equitable adjustment in of the event of stock splitsCompany, stock dividends and similar events) and (ii) such number the Serruya Group and the Buyer Assignees, in the aggregate, beneficially own (as defined for purposes of shares Rule 13d-3 of Common Stock as is equal to 2the 1000 Xxx) in excess of 5.0% of the then outstanding shares Common Stock of Common Stock. Such right the Company (the “Representation Period”), the Nominating and Corporate Governance Committee (the “Nominating Committee”) of the Company’s Board shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. nominate a Designated Nominee (bas defined below) For so long as the Getty Group has the right to nominate one director for election to the Board at each meeting of the Company’s stockholders held during the Representation Period at which directors are to be elected, commencing with the Company’s annual meeting of stockholders currently scheduled to be held in June 2013 (the “2013 Annual Meeting”), and the Board shall recommend to the stockholders that such Designated Nominee be so elected at such meeting (collectively, the “Nomination Obligations”). The Board shall take all such actions necessary during the Representation Period to ensure that the size of the Board is large enough to accommodate the Designated Nominee’s election to the Board as a director of the Company. The Nomination Obligations are subject to the following conditions: (1) the Designated Nominee’s satisfaction of all legal and governance requirements regarding the Designated Nominee’s service as a director of the Company and (2) the fiduciary duties imposed on the directors of the Company by the Nomination Obligations. “Designated Nominee” means a person designated by Mxxxxxx Xxxxxxx (x) who is able to satisfy all such legal and governance requirements and (y) the nomination and recommendation of whom would not cause the Nominating Committee or the Board, respectively, to breach such fiduciary duty (collectively, the “Director Qualifications”). Notwithstanding the foregoing, if the timing of the Closing at which Mxxxxxx Xxxxxxx first purchases a Note makes it impracticable for the Company to prepare and file with the SEC, on or before April 30, 2013, a definitive proxy statement containing the information regarding the Designated Nominee that is required to be disclosed therein pursuant to the SEC’s Schedule 14A or the Designated Nominee fails to timely provide the Company with all information needed to prepare and file such definitive proxy statement by April 30, 2013 that it may reasonably request from the Designated Nominee, then, subject to Director Nominee’s satisfaction of the Director Qualifications and the other conditions of this Section 2.01(a4(t), then the Nominating Committee shall recommend for election, and the Board shall elect, the Designated Nominee to the Board as soon as is reasonably practicable following the 2013 Annual Meeting to serve until the next annual meeting of stockholders at which directors are elected and until his or her successor is duly elected and qualifies and the Nomination Obligations shall commence with such next annual meeting. For purposes of this paragraph (t), the Getty Group shall also have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as a nominee for the Board recommended by the Board the person designated by each of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee term “affiliate” shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to meaning given such term in Rule 405 promulgated under the qualification set forth in the immediately preceding sentence1933 Act. (e) In the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images and the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.

Board Representation. (a) Each As soon as reasonably practicable following the date hereof (and, in any event, within thirty (30) days), the Company shall take all actions necessary to enlarge the Board of the Getty Group Directors by one member and the Torrance Group shall have the right to nominate one director appoint Xx. Xxxxx Al Marzooqi to the Board of Directors of Getty Images (the "BOARD") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the Board; and PROVIDED FURTHER, that such right shall terminate in accordance with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar eventsSections 5.4(b) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares5.4(c). (b) For so long as (i) the Getty Group Purchaser (together with its Affiliates) has Beneficial Ownership of a number of shares of Common Stock not less than the right to nominate one director to the Board pursuant to Section 2.01(aClosing Shares (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions) and (ii) there does not exist a Material Breach (each, a “Termination Event”), the Getty Group Purchaser shall also have the right to appoint designate to the Chairman Board of Directors one individual; provided, however, that such individual must (A) be qualified to serve as a member of the Board from among the directors of Getty Images; PROVIDEDDirectors under all applicable legal, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman regulatory and stock exchange requirements and (B) agree to comply with all of the BoardCompany’s policies and rules applicable to the Company’s directors (clauses (A) and (B) together, the “Director Requirements”). (c) The Stockholders agree Prior to take designating any director, the Purchaser shall, to the extent requested in writing by the Company, enter into a written agreement with such actions within their control director whereby such director agrees to resign as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor a member of the Board nominees designated by of Directors upon a Termination Event or at the Getty Group Purchaser’s request, as applicable. The Purchaser acknowledges and agrees that such an agreement is in the best interest of the Company and the Torrance Group in accordance with this Section 2.01Purchaser, and that the Company shall be a third-party beneficiary of the terms and conditions of such an agreement, and the Company shall have the right to enforce the rights of the Purchaser under such an agreement to the extent such rights arise as a result of a Termination Event. (d) Getty Images shall include For so long as a nominee for the Purchaser is entitled to designate any individual to the Board of Directors pursuant to this Section 5.4 and subject to the Director Requirements, the Company shall take all action reasonably available to it to cause such individual (or any replacement designated by the Purchaser) to be included in the slate of nominees recommended by the Board of Directors to the person designated by Company’s stockholders for election as directors at each annual meeting of the Getty Group stockholders of the Company (and/or in connection with any election by written consent) and the Torrance Group in accordance with Section 2.01(a) and Company shall nominate such person and use its reasonable best the same efforts to cause the election of such person, unless nominee as it uses to cause other nominees recommended by the Board of Directors to be elected, including soliciting proxies in favor of Getty Images, in the exercise election of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the Board. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentencenominee. (e) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated or designated pursuant to this Section 5.4, or in the event of the failure of any director nominated by the Getty Group or the Torrance Groupsuch nominee to be elected, the nominating Group Purchaser shall have the right to designate a replacement director who satisfies the Director Requirements to fill such vacancy, or, if applicable, the Company shall take all necessary action to expand the board by one seat and such vacancy (provided that shall then be filled by such Group would replacement designated by the Purchaser. The Company shall take all action reasonably available to it to cause such vacancy to be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images filled by the replacement so designated, and the Stockholders agree to take Board of Directors shall promptly elect such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e). (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose designee to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faithDirectors.

Board Representation. (a) Each For so long as the Termination Date has not occurred: (i) the Board will consist of no more than nine (9) directors (with one of the Getty Group directors to be the Chief Executive Officer of the Company ("CEO") following the appointment of the new CEO at the conclusion of the CEO search process contemplated hereby) and the Torrance Group Company shall have not decrease the right to nominate one director size of the Board if such decrease would require the resignation of any of the Investor Nominees or the Independent Nominee; (ii) at (A) each of the 2022 Meeting and the 2023 Meeting and (B) any special meeting of shareholders of the Company held prior to the Board of Directors of Getty Images (Termination Date at which the "BOARD") whenever such class election of directors is subject to an considered, the Company will (1) cause the Company's slate of nominees standing for election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long as Xxxx Xxxxxxxx is an employee of Getty Images and a member recommended by or on behalf of the Board; , at each such meeting to include the Investor Nominees and PROVIDED FURTHERthe Independent Nominee, (2) nominate and reflect in the management information circular and form of proxy for each such meeting the nomination of the Investor Nominees and the Independent Nominee for election as directors of the Company at each such meeting, (3) cause all valid proxies received by the Company to be voted in the manner specified by such proxies and, to the extent permitted under applicable law and stock exchange rules, cause all such proxies for which a vote is not specified in respect of the election of directors to be voted for the Investor Nominees and the Independent Nominee and (4) solicit proxies in favor of and otherwise support the election of the Investor Nominees and the Independent Nominee in a manner no less favorable than the manner in which the Company supports its other nominees for election at any such meeting; (iii) RCF acknowledges that, in the event that an Investor Nominee or an Independent Nominee ceases to satisfy the Nominee Independence Requirements, is prohibited by law or stock exchange rule from serving on the Board or is required to resign from the Board pursuant to the Majority Voting Policy of the Company, such right shall terminate with respect to either the Torrance Group Investor Nominee or the Getty GroupIndependent Nominee, as the case may be, once shall forthwith tender his or her resignation from the Board (and any committee thereof) with immediate effect, unless the Board otherwise determines; (iv) if an Investor Nominee resigns or is removed as a director or is otherwise unwilling or unable to serve as a director for any reason, including as a result of death or disability, or an Investor Nominee ceasing to satisfy the Nominee Independence Requirements, RCF shall be entitled to designate a replacement director as a substitute director (any such Group beneficially owns fewer than nominee, a "Substitute Nominee"), provided that such Substitute Nominee must satisfy the greater Nominee Independence Requirements and be acceptable to the Nominating and Corporate Governance Committee (the "NCGC"), acting reasonably, and the Company and the Board shall take all necessary action to appoint any such Substitute Nominee as a director as promptly as practicable and upon becoming a director, such Substitute Nominee will succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the Investor Nominees under this Agreement. If any individual that RCF designates as a proposed Substitute Nominee is not acceptable to the NCGC or the Board, RCF shall be entitled to designate a different individual as the proposed Substitute Nominee, and so on, until a Substitute Nominee who is acceptable to the NCGC, acting reasonably, has been recommended by the NCGC and appointed to the Board; (iv) 3,000,000 shares if the Independent Nominee ceases to be a director or chooses not to stand for election for any reason at any meeting of Common Stock shareholders of the Company where directors are elected, then a replacement Independent Nominee shall be selected as the Ad Hoc Nominating Committee or the NCGC, as applicable, may recommend and the Board may approve with RCF being expressly permitted in such circumstances to recommend replacement Independent Nominee candidates for consideration by the Ad Hoc Nominating Committee or the NCGC, as applicable, and, upon such approval by the Board, such replacement shall be the Independent Nominee for purposes of this Agreement and succeed to all of the rights and privileges, and will be bound by the terms and conditions, of the Independent Nominee under this Agreement; and (vi) each committee of the Board created by the Board after the execution of this Agreement shall include at least one Investor Nominee or the Independent Nominee, subject to equitable adjustment in the event of applicable laws and stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Sharesexchange rules. (b) For so long One Investor Nominee will be appointed as the Getty Group has the right to nominate one director to the Board pursuant to Section 2.01(a), the Getty Group shall also have the right to appoint the Chairman a member of each standing committee of the Board from among that exists immediately following the directors execution of Getty Imagesthis Agreement with such appointments to occur as promptly as practicable upon execution of this Agreement; PROVIDEDprovided that, HOWEVERunless otherwise agreed by the applicable Investor Nominee and the Board (i) Xxxxx Xxxxx shall be appointed to the Audit and Finance Committee and, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman following completion and publication of the Boardaudited financial statements for the financial year ended December 31, 2021, he shall become the chair of such committee, and (ii) Xxxxxx Xxxxxxxx shall be appointed to the NCGC. (c) The Stockholders agree to take such actions within their control as are necessary to implement Concurrently with the agreements set forth in Sections 2.01(aexecution of this Agreement, the Company confirms that the Board has formed a CEO Search Committee (the "CEO Search Committee") composed of the following members: Xxxxx Xxxxx, Xxxxxx Xxxxxxxx and 2.01(b)Xxxxx X'Xxxx. All decisions of the CEO Search Committee, including with respect to the voting selection and recommendation of their respective Shares in favor a CEO to the Board, must be approved by a majority vote of the Board nominees designated by members of the Getty Group CEO Search Committee. The Company shall provide all necessary resources and assistance to the CEO Search Committee to enable it to fulfill its functions as quickly and efficiently as practicable, and the Torrance Group CEO Search Committee may retain and meet with one or more recruitment or search firm(s) as reasonably required to assist it in accordance with this Section 2.01its functions. The mandate of the CEO Search Committee provides that such committee shall not be terminated or disbanded, its mandate shall not be amended or removed, and it shall not have its powers and authorities reduced, in each case, without the prior written consent of a majority of the members of the CEO Search Committee, provided that the CEO Search Committee shall be disbanded upon the appointment of a new CEO. (d) Getty Images shall include as a nominee for Concurrently with the execution of this Agreement, the Company confirms that the Board recommended by has formed an Ad Hoc Nominating Committee (the Board the person designated by each "Ad Hoc Nominating Committee") composed of the Getty Group following members: Xxxxx X'Xxxx, Xxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxx and Xxx Xxxxx. Xxxxx X'Xxxx and Xxxxxx Xxxxxxxx shall serve as Co-Chairs of the Ad Hoc Nominating Committee. All decisions of the Ad Hoc Nominating Committee, including with respect to the vetting, evaluation, selection, recommendation and nomination of the Independent Nominee candidates must be approved by a majority vote of the members of the Ad Hoc Nominating Committee. The Company shall provide all necessary resources and assistance to the Ad Hoc Nominating Committee to enable it to fulfill its functions as quickly and efficiently as practicable, and the Torrance Group Ad Hoc Nominating Committee may retain and meet with one or more recruitment or search firm(s) as reasonably required to assist it in accordance with Section 2.01(a) its functions. The mandate of the Ad Hoc Nominating Committee provides that such committee shall not be terminated or disbanded, its mandate shall not be amended or removed, and it shall nominate such person not have its powers and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Imagesauthorities reduced, in each case, without the exercise prior written consent of its fiduciary dutiesa majority of the members of the Ad Hoc Nominating Committee, reasonably provided that the Ad Hoc Nominating Committee shall determine that such person is not qualified to serve be disbanded on the Board. If date of the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included as a nominee subject to the qualification set forth in the immediately preceding sentence2022 Meeting. (e) In The Company and each of the event that a vacancy is created at any time by the death, disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group shall have the right to designate a replacement director to fill such vacancy (provided that such Group would be entitled at that time to nominate a director pursuant to Section 2.01(a)) and Getty Images Investor Nominees and the Stockholders agree to take Independent Nominee shall make all necessary filings required in connection with the appointment of such actions within their control Investor Nominee and Independent Nominee, as are the case may be, with any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the Company. The Company shall assist each of the Investor Nominees and the Independent Nominee in connection with any such necessary to implement filings in a manner no less favorable than the agreements set forth Company assists other directors in this Section 2.01(e)regard. (f) To Upon appointment to the extent not already proposed pursuant Board, each Investor Nominee and the Independent Nominee shall receive the same compensation, expense reimbursement and benefits of director and officer insurance and any indemnity and exculpation arrangements available generally to Exhibit 7.11 the other non-executive directors and shall be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to directors, and shall preserve the confidentiality of Company business and information, including discussions or matters considered in meetings of the Merger AgreementBoard or Board committees. (g) The Company's obligations in this Section 3 (including, Xxxx Xxxxxxxx may propose for certainty, any obligation to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as appoint a Substitute Nominee) shall terminate upon either of the date hereof. The Board following: (i) any material breach of Directors this Agreement by the RCF Group (including without limitation the RCF Group's failure to comply with Section 6(a)) or (ii) the RCF Group ceasing to beneficially own, directly or indirectly, at least 2.5% of Getty Images the issued and outstanding Common Shares (and RCF covenants and agrees that it shall consider any proposed appointee promptly advise the Company in good faithwriting within two (2) business days after the RCF Group ceases to beneficially own, or exercise control or direction over, directly or indirectly, such percentage of Common Shares).

Board Representation. (a) Each of the Getty Group and the Torrance Group 7.1 OSI shall have the right to nominate designate one director nominee (who shall be reasonably satisfactory to the Board of Directors of Getty Images Company, provided that Mr. Xxxxxx Xxxxxx is deemed satisfactory to the Company) (the "BOARDNominee") whenever such class of directors is subject to an election; PROVIDED, HOWEVER, that the Torrance Group shall not have such right for so long election as Xxxx Xxxxxxxx is an employee of Getty Images and a member of the BoardCompany's Board of Directors within 30 days after the Closing Date and the Company and will use its best efforts to cause such Nominee to be elected as a director of the Company and re-elected (to the extent required by this Section 7). Such best efforts shall include (a) nomination of the Nominee for election as a director of the Company in any solicitation of proxies or other communication to shareholders regarding the nomination of persons for election as the Company's directors; and PROVIDED FURTHER, that such right shall terminate with respect to either the Torrance Group or the Getty Group, as the case may be, once such Group beneficially owns fewer than the greater of (i) 3,000,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends and similar events) and (ii) such number of shares of Common Stock as is equal to 2% of the then outstanding shares of Common Stock. Such right shall be in addition to any other voting rights that each Stockholder may have with respect to its Shares. (b) For so long in any solicitation of proxies or other communication to shareholders regarding the nomination of persons for election as the Getty Group has Company's directors, nominating a number of nominees not greater than the right to nominate one director number of seats on the Company's Board of Directors open for election in the applicable election. The Company's obligations under this Section 7 are subject to the Board pursuant Nominee completing and executing a Consent to Section 2.01(a)Act as a Director and personal information forms in the forms required by the TSX Venture Exchange. In the event that the TSX Venture Exchange does not approve the Nominee as a director of the Company, OSI will cause the Getty Group Nominee to resign as a director of the Company. 7.2 If, at any time prior to the 2003 annual meeting of the Company's shareholders, OSI sells any of its Shares, Warrants and/or Warrant Shares, OSI shall also no longer have the right to appoint the Chairman of the Board from among the directors of Getty Images; PROVIDED, HOWEVER, that the Getty Group shall not have such right for so long as either Xxxx Xxxxxxxx or Xxxx Xxxxx is the Chairman or a Co-Chairman of the Board. (c) The Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in Sections 2.01(a) and 2.01(b), including the voting of their respective Shares in favor of the Board nominees designated by the Getty Group and the Torrance Group in accordance with this Section 2.01. (d) Getty Images shall include as designate a nominee for the Board recommended by the Board the person designated by each election as a director of the Getty Group and the Torrance Group in accordance with Section 2.01(a) and shall nominate such person and use its reasonable best efforts to cause the election of such person, unless the Board of Directors of Getty Images, in the exercise of its fiduciary duties, reasonably shall determine that such person is not qualified to serve on the BoardCompany. If the Board reasonably determines that such designee is not so qualified, the Group designating such nominee shall have the opportunity to specify one additional designee who shall be so included Except as a nominee subject to the qualification set forth in the immediately preceding sentence. , if OSI holds more than 750,000 of the Shares and Warrant Shares (e) In including Warrant Shares issuable upon exercise of the event that a vacancy is created at any time by the deathWarrants), disability, resignation or removal of any director nominated by the Getty Group or the Torrance Group, the nominating Group OSI shall have the right to designate a replacement nominee for election as a director to fill such vacancy (of the Company at the Company's annual meeting of shareholders, provided that such Group would be entitled at this right shall terminate immediately after the 2006 annual meeting of the Company's shareholders, provided further that time OSI shall continue to have the rights the provided by applicable law and the Company's charter and bylaws to holders of Common Shares to nominate a director pursuant to Section 2.01(a)) and Getty Images and vote upon the Stockholders agree to take such actions within their control as are necessary to implement the agreements set forth in this Section 2.01(e)election of directors. (f) To the extent not already proposed pursuant to Exhibit 7.11 of the Merger Agreement, Xxxx Xxxxxxxx may propose to the Board of Directors of Getty Images non-employees with appropriate industry experience to fill two vacancies on the Board of Directors of Getty Images as of the date hereof. The Board of Directors of Getty Images shall consider any proposed appointee in good faith.