Common use of Board Representation Clause in Contracts

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee (a) Upon the Closing, the Company shall have increase the right size of the Board by two directors so that upon such increase, (i) the Board shall consist of ten Directors (taking into account the closing under the Independence Transaction) and (ii) the Board shall elect as directors to fill these two vacancies two persons designated by Buyer who shall be reasonably acceptable to the Company and to the Board. Subject to Section 8.11(b) below, one such person shall serve as a director in the class of directors whose term expires in 2007 and the other such person shall serve as a director in the class of directors whose term expires in 2008. (b) So long as Buyer and its Affiliates Beneficially Own at least 19.8% and not more than 24.9% of the outstanding shares of Common Stock, the Company shall continue to nominate up and recommend for election two persons designated by Buyer to serve as directors on the Board who shall be nominated to serve in the respective class of their respective predecessors; provided that, upon any increase in the size of the Board, the Board shall elect as directors to fill such newly created vacancies persons designated by Buyer in sufficient number so that the number of directors to serving on the Board of Directors as is equal to who have been designated by Buyer shall in no event represent less than 20% or more than 25% of the total number of directors on directors, and the Board of Directors (rounded up Company shall continue to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so nominate and recommend for election such persons designated by Buyer. So long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Buyer and its Affiliates Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15Own less than 19.8% but more than 10% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board outstanding shares of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meetingCommon Stock, the Company shall cause each continue to nominate and recommend for election one person designated by Buyer to serve as a director nominee on the Board. If Buyer and its Affiliates beneficially own more than 24.9% of the Block Sale Transferee that outstanding shares of Common Stock and Buyer has received such approval not breached any of its obligations hereunder, Buyer shall be entitled to be included in the slate of nominees recommended by the Board of Directors representation proportional to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by its ownership. Upon the death, disability, retirement, resignation or other removal (with or without Cause) of any Director nominated a director designated by Buyer, the Block Sale Transferee Board shall elect as a director to fill the vacancy so created a person designated by Buyer to fill such vacancy. For purposes of the calculations of the percentage of ownership by Buyer and its Affiliates of outstanding shares of Common Stock effected pursuant to this Section 5.18.11(b), shares of Common Stock issued at any time after Closing, to any Person other than Buyer or by any increase in the number of directors constituting the entire Board (its Affiliates, shall be excluded from such that the Block Sale Transfereecalculations, unless Buyer is entitled, pursuant to Section 5.12.04, to purchase additional securities of the Company in connection with such issuance, and, in each such case, until Buyer shall have had the opportunity to exercise its rights to purchase such additional securities pursuant to Section 2.04 and, in the event of such exercise, shall have completed such purchase. Under the circumstances described in this paragraph in which Buyer is not entitled to additional representation on such Board designate persons to maintain its right to nominate directors constituting 20% (rounded up) of the total number of serve as directors on the Board), Buyer shall cause such designated persons to resign as members of the Block Sale Transferee shallBoard. (c) Promptly following the Closing, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use appoint at least one of the directors designated by Buyer to each committee of the Board; provided that a director designated by Buyer shall not be appointed to a committee of the Board if counsel to the Company advises the Company and Buyer that the appointment of such designee to a committee of the Board would violate Applicable Law, any rule or regulation of a stock exchange on which the Company’s Common Stock is listed or the Company’s written “Corporate Governance Guidelines” and committee charters (true and complete copies of which have been provided to Buyer) as in effect on the date hereof (with such amendments as are required by Applicable Law or approved by the affirmative vote of the Board including at least one director designated by Buyer). To the extent no director designated by Buyer is permitted to serve on a particular committee under Applicable Law, such rules and regulations or charter, the Company shall take all reasonable efforts necessary action to permit a director to attend each meeting of such committee as a non-voting observer to the extent permitted by Applicable Law or such rules and regulations. (d) Promptly following the Closing, the Company shall appoint at least one of the directors designated by Buyer to the Board of Directors of the Bank to serve as long as Buyer is entitled to designate one or more persons to serve on the Board. (e) Upon the Closing, Buyer shall appoint the Chief Executive Officer of the Company to the Board of Directors of Buyer. Upon the death, disability, retirement, resignation or other removal of any person from the position as Chief Executive Officer of the Company, the Company shall cause such vacancy person to be filled with resign, or Buyer shall remove such person, as applicable, from the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause Board of Directors of Buyer and the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) successor Chief Executive Officer of the Governance AgreementCompany (if reasonably acceptable to Buyer) to shall thereafter be appointed to the Board of Directors at of Buyer. The obligations of Buyer under this Section 8.11(e) shall terminate upon the next regularly scheduled meeting earlier of (i) Buyer owning less than 10% of the outstanding shares of Common Stock and (ii) the Company breaching any of its obligations or covenants under this Agreement. Under the circumstances described in clauses (i) and (ii) in the immediately preceding sentence, the Company shall cause its Chief Executive Officer to resign as a director of the Board of Directors immediately following of Buyer and such person shall no longer serve as a director of the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsBoard of Directors of Buyer.

Board Representation. 5.1 The Block Sale Transferee From the date hereof, unless the Organogenesis Existing Stockholders and the Avista Stockholder otherwise agree in writing: (i) At any time that, and for so long as the Avista Stockholder and Avista Offshore collectively own shares of Common Stock that represent at least 7.5% of the then outstanding shares of Common Stock, the Avista Stockholder will have the right to designate one individual, who Avista and the Board shall have determined is independent under all applicable laws and rules, including the rules of the Nasdaq Stock Market LLC (or the listing rules of the applicable exchange at such time) and the Securities and Exchange Commission, for audit committee membership, for election to the Company Board (the “Avista Designee”). (ii) At any time that, and for so long as the Avista Stockholder has the right to designate the Avista Designee in connection with each election of Directors, the Company shall, and the Organogenesis Existing Stockholders, their Permitted Transferees and the Avista Stockholder shall take all actions necessary to cause the Board (or an authorized committee thereof) to, nominate the Avista Designee, as the case may be, for election as a Director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company relating to the election of Directors, and to provide the highest level of support for the election of each such Avista Designee, as the case may be, as it provides to any other individual standing for election as a Director as part of the Company’s slate of Directors. For so long as the Avista Stockholder has the right to designate the Avista Designee, the Board (or an authorized committee thereof) shall not nominate, and the Organogenesis Existing Stockholders, their Permitted Transferees and the Avista Stockholder shall take all actions necessary to cause the Board (or an authorized committee thereof) to refrain from nominating, a number of nominees for any election of Directors that exceeds the number of Directors to be elected. (iii) In the event that an Avista Designee shall cease to serve as a Director for any reason (including any removal thereof) the Avista Stockholder shall have the right to nominate up appoint another Avista Designee to such number fill any vacancy resulting therefrom. For the avoidance of directors to the Board of Directors as doubt, it is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided understood that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting failure of the stockholders of the Company and to elect any Avista Designee shall use all reasonable efforts not affect the right of the Avista Stockholder to cause designate the Avista Designee as the case may be, for election pursuant to this Section 2.1(b) in connection with any future election of each director nominee Directors. (iv) Other than at any such time as the Avista Stockholder and Avista Offshore collectively own less than 7.5% of the Block Sale then outstanding shares of Common Stock, each Stockholder or its Permitted Transferee that has received Beneficially Owns Voting Securities shall vote all of such approval, including soliciting proxies Voting Securities in favor of the election Avista Designee nominated in accordance with this Section 2.1(b). Each Stockholder agrees that if and for so long as the Avista Stockholder is permitted to designate the Avista Designee pursuant to this Section 2.1(b) and such Stockholder or its Permitted Transferee is then entitled to vote for the removal of any such persons. 5.4 In Avista Designee, such Stockholder or its Permitted Transferee will not vote in favor of the event that a vacancy is created at removal of any time such Avista Designee unless requested in writing by the death, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedAvista Stockholder. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall board of directors of New Seadrill (the “Board”) will be the main decision making body of New Seadrill and may delegate specific powers to Board committees and/or management from time to time. The Board will be set at nine (9) directors. For so long as Hemen owns at least [5]% of the issued and outstanding Equity Securities, New Seadrill will not increase or decrease the size of the Board without the prior written consent of Hemen. For so long as Hemen maintains ownership of at least [10]% of the issued and outstanding Equity Securities of New Seadrill, Hemen will have the right to: • designate for election to nominate up the Board/appoint three (3) directors (the “Hemen Designees”), including the Chairman with a casting vote; and 1 Capitalized terms used but not defined in this Governance Term Sheet have the meanings given to such number of directors terms in the Investment Agreement. • designate for election to the Board Board/appoint two (2) independent directors, each of Directors as is equal to 20% whom shall not be related parties of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee Hemen or otherwise connected with Hemen and shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” under applicable provisions of the Exchange Act and under applicable NYSE and Oslo Exchange rules and regulations (the “Independent Nominees”); provided that the other directors on the Board shall be provided with a reasonable opportunity to meet with and consult with such prospective Independent Nominees and Hemen prior to their nomination. For so long as defined Hemen maintains ownership of at least [5]% but less than [10]% of the issued and outstanding Equity Securities of New Seadrill, Hemen will have the right to: • designate for election to the Board/appoint two (2) Hemen Designees, including the Chairman with a casting vote; and • designate for election to the Board/appoint two (2) Independent Nominees; provided that the other directors on the Board shall be provided with a reasonable opportunity to meet with and consult with such prospective Independent Nominees and Hemen prior to their nomination. • The majority of the Hemen Designees and the Independent Nominees (taken together) including the Chairman shall be persons who are not resident in the United Kingdom. • Meetings of the Board shall be held outside Norway and the United Kingdom. • Where board meetings or committee meetings are held by applicable stock exchange listing ruleselectronic means, the majority of the members participating (including the Chairman) shall be physically located outside the United Kingdom. The director nominees proposed Board will use all reasonable endeavours to ensure that no such meeting is deemed to be held in Norway. • The quorum for meetings of the Board shall be a majority in number of directors who are neither resident nor present in the United Kingdom, provided that at least three independent directors shall be present. If quorum is not formed, the meeting shall be adjourned for [72 hours, provided that in an emergency the meeting shall be adjourned for 24 hours], and at the adjourned meeting quorum will be formed by the Block Sale Transferee must be approved by directors present. • Written resolutions of the nominating Board or any committee of the Board shall only be permitted if all the directors or committee members (as applicable) are outside the United Kingdom when the resolution is signed. The use of Directors (which committee written resolutions shall be comprised solely kept to a minimum, as far as is practically possible. For so long as the Hemen Designees are entitled to serve on the Board, at least one of “independent directors” as defined by applicable stock exchange listing rules (which termthe Hemen Designees shall be entitled to serve on, for this purposeand the Board shall appoint such Hemen Designee to, will exclude any directors nominated by the Block Sale Transferee)) (such committee or by an equivalent committee committees of the Board of Directors oras shall be determined by Hemen, if no such committee exists, by a committee of “independent directors” as defined by subject to applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more independence requirements of the Block Sale Transferee’s proposed nomineesNYSE and the Exchange Act and/or the Oslo Exchange rules, provided that the Block Sale Transferee Board shall not create any new committees and/or increase the size of any committees of the Board currently in existence without the prior written consent of Hemen, not to be unreasonably withheld or delayed. For so long as Centerbridge retains at least 50% of its original investment in the Equity Securities of New Seadrill, Centerbridge shall have the right to propose additional nominees until approval has been granted to that number of nominees equal designate for election to the number Board/appoint as of the Effective Date and at the first election of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval Board following the one year anniversary of the Block Sale Transferee’s nominees Effective Date one (1) independent director (the “Centerbridge Designee”). The Select Commitment Parties, in their capacity as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement shareholders of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meetingNew Seadrill, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, will have the right to designate a replacement or additional Director for election to fill such vacancythe Board/appoint as of the Effective Date one (1) independent director. Hemen, Centerbridge and the Company shall use all reasonable efforts to cause such vacancy Select Commitment Parties on mutual agreement (with each party’s agreement not to be filled with unreasonably withheld) will have the replacement or additional Director so designated. 5.5 The Company shall use its best efforts right to cause designate for election to the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) Board/appoint as of the Governance AgreementEffective Date two (2) independent directors. The ability to designate and/or appoint Board members shall include the ability to remove such Board members. The initial shareholders will provide New Seadrill with a customary indemnity on terms to be appointed agreed in relation to any claims that may arise against New Seadrill as a result of initial shareholders exercising such a removal right. From and after the first election of directors to the Board of Directors at following the next regularly scheduled meeting one year anniversary of the Effective Date, all members of the Board, excluding the Hemen Designees, the Independent Nominees and, for the first election of directors to the Board of Directors immediately following the one year anniversary of the Effective Date.]8 8 Note to form: to Date only, the Centerbridge Designee, shall be included if Block Sale Transferee accepts elected by shareholders as provided in the New Seadrill bye-laws. The board nomination rightsrepresentation rights set out in this Governance Term Sheet will be reflected in New Seadrill’s bye-laws. There will be no shareholders agreement.

Board Representation. 5.1 The Block Sale Transferee (a) At any time from and after the Effective Time, at the written request of the Subject Seller, Boron shall have cause one (1) representative designated by the right Subject Seller to nominate up to such number of directors be elected or appointed to the Board of Directors of Boron, which representative shall (i) be reasonably acceptable to the Board of Directors of Boron, (ii) not be a person who is an officer or employee of Holdings or any of its Subsidiaries as is equal to 20% of the total number date hereof, (iii) satisfy all director qualifications reasonably required by Xxxxx and shall agree to comply with all policies of directors Boron (including as to ethics, confidentiality and trading) in each case in effect from time to time that apply to all nominees for the Board of Directors of Boron and (iv) be eligible to serve on the Board of Directors (rounded up to of Boron under the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities)Depository Institution Management Interlocks Act, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors12 U.S.C. 3201 et seq. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts federal banking agencies’ implementing regulations thereunder, including the Federal Reserve Board’s Regulation L, 12 C.F.R. Part 212, in each case as they may be amended from time to cause time (a “Qualified Nominee”, and any such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) Qualified Nominee to be appointed to the Board of Directors of Boron, a “Board Representative”). Any Board Representative elected or appointed to the Board of Directors of Boron shall, at the next regularly scheduled Subject Seller’s election, also be appointed to Boron Bank’s Board of Directors at the time of his or her appointment or election to the Board of Directors of Boron. Boron Bank shall take all action necessary to facilitate any such appointment to Boron Bank’s Board of Directors. (b) From and after the election or appointment of a Board Representative pursuant to Section 4(a), (i) at each meeting of the shareholders of Boron at which directors of Boron are to be elected (including any annual meeting of shareholders) and at which the term of such Board Representative shall expire, the Board of Directors of Boron shall nominate and recommend for election one (1) Qualified Nominee designated by the Subject Seller to serve as a Board Representative and Boron shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board of Directors of Boron and shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Subject Seller to be appointed to the Board of Directors of Boron at the Effective Time pursuant to the prior paragraph and that the Subject Seller’s right to designate a Qualified Nominee to serve on the Board of Directors of Boron at any given time shall be limited to one (1) person), provided that such efforts will not require Boron to postpone its annual meeting of shareholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board of Directors of Boron, including that Boron shall not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director; provided, further, that, if at any time after his appointment to the Board of Directors of Boron, the Board Representative ceases to be a Qualified Nominee, such representative shall not continue to serve as the Board Representative; and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Subject Seller, the Board of Directors of Boron shall appoint as a director to fill the vacancy so created a Qualified Nominee designated by the Subject Seller to fill such vacancy. (c) Each Board Representative shall be entitled to the same compensation and same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors immediately following of Boron, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Effective Date.]8 8 Note Board of Directors of Boron or any committees thereof, to form: the same extent as the other members of the Board of Directors of Boron. Boron shall notify each Board Representative of all regular and special meetings of the Board of Directors of Boron and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of Boron of which such Board Representative is a member. Boron shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors of Boron concurrently as such materials are provided to the other members. (d) Boron’s obligations under this Section 4 shall terminate and be included if Block Sale Transferee accepts of no further force or effect on the board nomination rightsearlier of (i) such time as the Subject Seller Group (and any Permitted Transferees) beneficially own less than five percent (5%) of the outstanding shares of Boron Common Stock and Boron Non-Voting Common Stock (as reported in the most recent Boron Report publicly filed under the Exchange Act), excluding the dilutive effect of any primary issuances of Boron Common Stock or Boron Non-Voting Common Stock (or any other securities convertible into or exchangeable for Boron Common Stock or and Boron Non-Voting Common Stock) by Boron, and (ii) the breach, in any material respect, by the Subject Seller of any of its obligations in this Agreement.

Board Representation. 5.1 The Block Sale Transferee (a) Following the closing of the Initial Investment, the Purchaser shall have the right be entitled to nominate up to such number of directors designate one Qualified Candidate to the Board of Directors as is equal to 20% of Nomination and Governance Committee (the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5“NGC”) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors of the Company (which committee the “Board”) for appointment to the Board (any such designee, the “Purchaser Director”). Upon such designation, so long as the Purchaser Director is a Qualified Candidate, the NGC shall be comprised solely recommend the appointment of “independent directors” the Purchaser Director and the Board shall appoint such Purchaser Director to fill a vacancy on the Board (it being understood that if no vacancy then exists, the Board shall create such a vacancy by taking such actions as defined are necessary to increase the size of the Board by applicable stock exchange listing rules (which one director). Thereafter, neither the NGC nor the Board shall withhold its recommendation for the re-election of such Purchaser Director to the Board. Following the expiration of the Purchaser Director’s initial term, for this purpose, will exclude so long as Purchaser’s aggregate beneficial ownership of the Common Stock is equal to or greater than 9.0% of the issued and outstanding Common Stock (without taking into account any directors nominated reductions in the Purchaser’s ownership stake resulting from (x) new issuances of Common Stock or (y) repurchases by the Block Sale TransfereeCompany of Common Stock and the requirements of Section 7.4(b)) (the “Fall-away Threshold”), the Company will be required to (i) include the Purchaser Director in the Company’s slate of director nominees and recommend to its shareholders that the Company’s shareholders vote in favor of the electing the Purchaser Director to the Board at the Company’s annual meeting, and (ii) use reasonable best efforts to have the Purchaser Director elected as a director of the Company and the Company shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the Board. (b) The Purchaser shall have the power to designate the Purchaser Director’s replacement upon the death, resignation, retirement, disqualification or by an equivalent committee removal from office of such director; provided that any such replacement shall be a Qualified Candidate. The Board shall promptly take all action reasonably required to fill the vacancy resulting therefrom with such person (including using all reasonable best efforts to have such person elected as director of the Company and the Company soliciting proxies for such person to the same extent as it does for any of its other nominees to the Board). (c) The Purchaser Director shall be entitled to receive from the Company the same indemnification in connection with his or her role as a director as the other members of the Board, and the Purchaser Director shall be entitled to reimbursement for expenses incurred to the same extent as the other members of the Board. The Company shall notify the Purchaser Director of all regular and special meetings of the Board. The Company shall provide the Purchaser Director with copies of all notices, minutes, consents and other materials provided to all other members of the Board concurrently as such materials are provided to the other members. (d) If the Purchaser no longer beneficially owns an aggregate amount of Directors orshares of Common Stock equal to at least the Fall-away Threshold, if the Purchaser will have no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for further rights under this purpose, will exclude any directors nominated by the Block Sale Transferee)), Section 7.1 and, if such approval is not granted to one or more at the written request of the Block Sale Transferee’s proposed nomineesBoard, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as irrevocable resignation letter described in Section 5.2 7.1(f)(iv) shall become operative and provided the Purchaser Director shall be deemed to have resigned from the Board. (e) The Purchaser Director shall be subject to customary confidentiality and information use restrictions applicable to members of the Board. The Purchaser agrees that the Block Sale Transferee has provided Board may recuse the Purchaser Director by majority vote of the members of the Board (but excluding the Purchaser Director) from the portion of any Board meeting at which the Board or caused is evaluating or taking action with respect to be provided(i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement or the Reinsurance Agreement or (ii) any transaction proposed by, or with, the Purchaser or its Affiliates or Representatives. The Board may withhold from the Purchaser Director any material distributed to the directors to the extent directly relating to the subject of that recusal. (f) As a condition to the appointment of the Purchaser Director (including any replacement thereof) or nomination for election as a director of the Company with pursuant to this Section 7.1, such Purchaser Director shall provide to the Company: (i) all information reasonably requested by the Company relating to its nominees to the extent that is required under applicable law to be included or is customarily disclosed for directors, candidates for directors and their respective Affiliates and representatives in any a proxy statement or other filings in accordance with Requirements of the Company and in Law or any other solicitation materials to be delivered to stockholders of stock exchange rules or listing standards; (ii) all information reasonably requested by the Company in connection with a stockholders meetingassessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations; and (iii) an undertaking in writing by such Purchaser Director, to the Company shall cause each director nominee extent the same is made by the other members of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons.Board: 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement1) to be appointed subject to, bound by and duly comply with the code of conduct and other policies of the Company, in each case, to the Board of Directors at the next regularly scheduled meeting extent applicable to all other non-executive directors of the Company; and (2) to provide such additional information reasonably necessary to comply with future legal or regulatory obligations of the Company; and (iv) an irrevocable advance resignation letter pursuant to which the Purchaser Director shall resign from the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsas set forth in this Agreement.

Board Representation. 5.1 The Block Sale Transferee shall have (a) As of the right date of this Agreement, the Board has duly resolved to (i) nominate up to such number each of directors Xxxxx Xxxx, Xxxxxxx Xxxxx and Xxxxxxx Xxxxx (collectively, the “Applicable Directors”) for election to the Board at the Company’s next annual meeting of Directors stockholders (including any adjournments or postponements thereof, the “2020 Annual Meeting”), (ii) appoint, effective as is equal to 20% of the total number date of directors on this Agreement, Xxxxxxx Xxxxx as Vice Chairman and (iii) appoint, effective as of the Board date of Directors (rounded up this Agreement, Xxxxx Xxxx as Chair of the Compensation Committee to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of DirectorsBoard. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. (b) The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale TransfereeCompany’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number slate of nominees equal to the number of for election as directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company at the 2020 Annual Meeting shall comprise (i) the Applicable Directors and in any (ii) the following other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meetingnominees: Xxxxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxx and Xxxx Xxxxxx (collectively, the “Named Company shall cause each director nominee of the Block Sale Transferee Directors”). The Company will recommend that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies vote in favor of the election of such personsthe Applicable Directors and the Named Company Directors at the 2020 Annual Meeting and will support the Applicable Directors for election in substantially the same manner as the Named Company Directors. 5.4 In (c) The Company’s slate of nominees for election as directors of the event Company at each meeting of stockholders of the Company held during the Standstill Period at which directors are to be elected (the “Applicable Meetings”) shall include each of the Applicable Directors. The Company shall recommend that the Company’s stockholders vote in favor of the election of each of the Applicable Directors at each of the Applicable Meetings and shall support the Applicable Directors for election at each of the Applicable Meetings in substantially the same manner as the Company’s other nominees. (d) At all times while serving as a vacancy is created member of the Board (and as a condition to such service), the Applicable Directors shall (i) comply with all policies, codes and guidelines applicable to Board members (subject to Section 9), copies of which are either publicly available or have been provided to SRS or their counsel, (ii) not serve as a director or officer of any Competitor and (iii) otherwise qualify as “independent” of the Company pursuant to the applicable stock exchange listing requirements ((i) through (iii), the “Applicable Director Criteria”). The Company acknowledges that Xx. Xxxxx does not satisfy clause (iii) of the definition of Applicable Director Criteria and agrees that such non-satisfaction (to the extent previously disclosed to the Board in Xx. Xxxxx’x director and officer questionnaire submitted in connection with the 2020 Annual Meeting) shall not preclude Xx. Xxxxx from serving as an Applicable Director under this Agreement. (e) During the Standstill Period, SRS shall be entitled to designate three (3) persons to serve as members of the Board. Such persons shall serve as the Applicable Directors in accordance with this Agreement and may, but are not required to be, former or current employees of SRS or an affiliate of SRS. SRS shall be entitled to change its designation of the persons serving as the Applicable Directors from time to time and at any time during the Standstill Period. The Applicable Directors shall be entitled to resign from the Board at any time in their discretion. Should any of the Applicable Directors resign from the Board, become unable to serve on the Board due to death, disability or other reasons or otherwise cease to serve on the Board for any reason (including as the result of SRS changing its designation of an Applicable Director) prior to the expiration of the Standstill Period, SRS will have the right to recommend for appointment to the Board a replacement director (a “Replacement”); provided, that any Replacement of an Applicable Director shall meet the Applicable Director Criteria. The appointment of a Replacement will be subject to a customary due diligence process by the deathBoard (including the review of a completed D&O questionnaire (in the Company’s standard form), disability, retirement, resignation or removal (interviews with or without Causemembers of the Board and a customary background check) of any Director nominated and completion by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) Replacement of the total number following documents required of all non-executive directors on the Board: the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel and the Majority Voting Conditional Resignation Letter. The Company will use its reasonable best efforts to complete its approval process as promptly as practicable. The Company shall appoint the Replacement to the Board unless (i) the Board, in good faith, upon the advice of outside legal counsel, determines that appointing the proposed director would be inconsistent with its fiduciary duties under applicable law or (ii) the Replacement fails to satisfy the Applicable Director Criteria. For the avoidance of doubt, SRS will be entitled to continue to recommend different persons which meet the foregoing criteria until a Replacement is appointed. Except as otherwise specified in this Agreement, if a Replacement is appointed, all references in this Agreement to the term “Applicable Director” will include such Replacement. (f) During the Standstill Period, (i) SRS shall be entitled to appoint one (1) Applicable Director to the Corporate Governance Committee of the Board, (ii) SRS shall be entitled to appoint one (1) Applicable Director to the Compensation Committee of the Board, which Applicable Director shall serve as Chair of the Compensation Committee of the Board, (iii) the size of each of the Corporate Governance Committee and the Compensation Committees shall be set at three (3) members, all of whom shall qualify as “independent” of the Company pursuant to the applicable stock exchange listing requirements (unless the Board (including, solely in the case of an Applicable Director joining such committee, a majority of the directors who are not former or current employees of, or advisors or consultants to, SRS or an Affiliate of SRS) approves the appointment to such committee of a director who does not qualify as “independent” of the Company in accordance with an applicable exception thereunder) and (iv) SRS shall be entitled to designate one Applicable Director to serve as Vice Chairman of the Board; provided that, the Board shall not be required to reduce the size of each of the Corporate Governance Committee and the Compensation Committees to three (3) members pursuant to clause (iii) of this Section 1(f) until thirty (30) days following the date hereof. SRS shall be entitled to change its appointments and designations pursuant to this Section 1(f) from time to time and at any time during the Standstill Period. If SRS elects to change the Vice Chairman or the committee positions on which an Applicable Director serves, SRS shall provide written notice furnishing the name of the Person being replaced, the name of the Person to be appointed, and setting forth the positions in which the new appointee will serve. The Company shall promptly appoint the Applicable Director to the designated positions so long as, in the case of any committee appointments, such Applicable Director satisfies the applicable stock exchange listing requirements for serving on such committee. SRS has presently designated Xx. Xxxx to serve on the Corporate Governance Committee and to serve on, and be Chair of, the Compensation Committee. SRS has presently designated Xx. Xxxxx to serve as Vice Chairman of the Board. (g) Promptly after the execution and delivery of this Agreement (or, in the case of any Replacement, immediately prior to such Person’s appointment to the Board), each of the Block Sale Transferee shallApplicable Directors shall deliver (and any Replacement shall deliver, as applicable) to the Company an irrevocable resignation letter pursuant to which such Person shall resign from the Board and all applicable committees thereof, subject to the Board’s acceptance of such resignation (which may be accepted or rejected in its sole discretion), in the event of any of the following: (i) SRS fails to maintain the Minimum Ownership Levels as set forth in Section 5.25 hereof, have in which case the right to designate resignation letter provided by such Applicable Director shall become effective; (ii) a replacement or additional judicial determination that such Applicable Director to fill has materially breached any of the terms of this Agreement, in which case the resignation letter provided by such vacancyApplicable Director shall become effective; or (iii) a judicial determination that SRS has materially breached any of the terms of this Agreement, in which case the resignation letters provided by all of the Applicable Directors shall become effective. (h) Each of Xxxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, and Xxxxxx Xxxxxxxxxxx shall not be nominated for reelection at the 2020 Annual Meeting. During the period commencing with the conclusion of the 2020 Annual Meeting through the expiration or termination of the Standstill Period, the Board and all applicable committees of the Board shall take all necessary actions (including with respect to nominations for election at the Applicable Meetings) so that the size of the Board is no more than nine (9) directors. (i) Following the conclusion of the 2020 Annual Meeting, unless the Board determines otherwise, all determinations regarding, and actions with respect to, SRS and this Agreement (including any amendment to or waiver under this Agreement) shall be made by either (i) the Board (excluding all directors who are current or former employees of, or advisors or consultants to, SRS or an Affiliate of SRS) or (ii) a committee of the Board comprised solely of directors who are independent under the standards of the Nasdaq Stock Exchange and are not current or former employees of, or advisors or consultants to, SRS or an Affiliate of SRS. (j) Upon the selection by the Board of a Chief Executive Officer on a non-interim basis, the Company will appoint the Chief Executive Officer to the Board; provided that if such Chief Executive Officer is already a director of the Company, the Board shall, no later than ninety (90) days after such selection of a Chief Executive Officer, appoint an additional director who is (i) independent under the standards of the Nasdaq Stock Exchange and (ii) not a former or current employee of, or advisor or consultant to, SRS or an Affiliate of SRS. The appointment of such director will be subject to the execution by such director of the following documents required of all non-executive directors on the Board: (i) the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel, (ii) the Majority Voting Conditional Resignation Letter and (iii) a D&O questionnaire (in the Company’s standard form). For the avoidance of doubt, the additional director appointed pursuant to this Section 1(j) shall use all reasonable efforts be in addition to cause such vacancy the Additional Director (as defined below) appointed pursuant to be filled with the replacement or additional Director so designatedSection 1(k). 5.5 (k) No later than ninety (90) days after the 2020 Annual Meeting, the Board will appoint an additional director who is (i) independent under the standards of the Nasdaq Stock Exchange and (ii) not a former or current employee of, or advisor or consultant to, SRS or an Affiliate of SRS (the “Additional Director”). The Company shall use its best efforts appointment of the Additional Director will be subject to cause the candidate(s) nominated execution by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) Additional Director of the Governance following documents required of all non-executive directors on the Board: (i) the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel, (ii) the Majority Voting Conditional Resignation Letter and (iii) a D&O questionnaire (in the Company’s standard form). (l) SRS agrees that the Applicable Directors shall recuse themselves from the portion of any Board or committee or subcommittee meeting at which the Board or any such committee or subcommittee is evaluating and/or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, (ii) any proposed or pending (x) Extraordinary Transaction between the Company or any of its subsidiaries and SRS or its Affiliates, (y) other material transaction between the Company or any of its subsidiaries and SRS or any of its Affiliates from which SRS or an Affiliate of SRS receives or otherwise derives a material benefit (other than a benefit to which SRS or any of its Affiliates would be appointed entitled in its capacity as a shareholder of the Company and in which all shareholders of the Company participate pro rata) or (z) material transaction between the Company or any of its subsidiaries and another entity in which SRS has representation on the board of directors (or equivalent governing body), or has beneficial ownership of 10% or more, of such entity or such entity’s direct or indirect parent company, or (iii) any public stockholder proposal or public proposal to nominate any Person for election to the Board made by SRS or its Affiliates (the matters described in clauses (i)-(iii) of this Section 1(l) referred to as “Recusal Matters”). SRS agrees that the Applicable Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note shall not have access to form: documents or other information relating to be included if Block Sale Transferee accepts the board nomination rightsRecusal Matters.

Board Representation. 5.1 (a) The Block Sale Transferee shall have the right Company will continue to nominate up to such number of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided recommend that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies vote in favor of the election of such personsthe Applicable Directors at the 2017 Annual Meeting and will support the Applicable Directors for election in a similar manner as the Company’s other nominees. 5.4 In (b) At all times while serving as a member of the event that Board (and as a vacancy is created condition to such service), the Applicable Directors shall (i) comply with all policies, codes and guidelines applicable to Board members (subject to Section 8(b)), (ii) not serve as a director or officer of any Competitor and (iii) otherwise qualify as “independent” of the Company pursuant to the applicable stock exchange listing requirements ((i) through (iii), the “Director Criteria”). (c) The Applicable Directors shall be entitled to resign from the Board at any time in their discretion. Should any of the Applicable Directors resign from the Board or become unable to serve on the Board due to death, disability or other reasons prior to the expiration of the Standstill Period, SRS will have the right to recommend for appointment to the Board a replacement director (a “Replacement”); provided, that (i) in the case of any Replacement of the SRS Director, such Replacement shall meet the Director Criteria and (ii) in the case of any Replacement of the Outside Director, such Replacement shall meet the Director Criteria and the Outside Director Criteria. “Outside Director Criteria” shall mean, with respect to any Person, that such Person (A) must not be a former employee or a current employee, advisor, consultant or Affiliate of SRS and (B) must have the relevant financial and business experience to be a director of the Company. The appointment of a Replacement will be subject to a customary due diligence process by the deathBoard (including the review of a completed D&O questionnaire (in the Company’s standard form), disabilityinterviews with members of the Board, retirement, resignation or removal (with or without Cause) of any Director nominated a customary background check and completion by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) Replacement of the total number following documents required of all non-executive directors on the Board), : the Block Sale Transferee shall, subject to Section 5.2, have Certification for the right to designate a replacement or additional Director to fill such vacancy, Procedures and Guidelines Governing Securities Trades by Company Personnel and the Majority Voting Conditional Resignation Letter. The Company shall will use all its reasonable best efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 complete its approval process as promptly as practicable. The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed appoint a Replacement to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: if (and only if) it finds a Replacement to be included reasonably acceptable. For the avoidance of doubt, SRS will be entitled to continue to recommend different nominees which meet the foregoing criteria until a Replacement is appointed. Except as otherwise specified in this Agreement, if Block Sale Transferee accepts a Replacement is appointed, all references in this Agreement to the board nomination rightsterm “Applicable Directors” will include such Replacement.

Board Representation. 5.1 The Block Sale Transferee (a) On the Closing Date, a designee of Purchaser (the “Purchaser Designee”) who is reasonably acceptable to the Company shall have the right to nominate up to such number of directors be appointed to the Board of Directors as is equal to 20% of the total number Company and the Audit Committee of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors Thereafter, for so long as Purchaser owns the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as Minimum Interest, Purchaser shall be entitled to designate one Purchaser Designee reasonably acceptable to the Block Sale TransfereeCompany on the management slate of nominees to the Company’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. At least 90 days prior to each annual meeting of stockholders at which a Purchaser Designee will stand for election, Purchaser shall provide written notice to the Company indicating the Purchaser Designee to be nominated by Purchaser at such annual meeting. 5.2 Each director nominee proposed by (b) Subject to applicable law, the Block Sale Transferee must qualify Company shall use its best effort at all times to take such action as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by is necessary to ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to the stockholders of the Company that the stockholders elect the Purchaser Designee to the Board of Directors. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which committee shall be comprised solely they serve, any and all benefits (including, without limitation, any director compensation and grants of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude options under the any directors nominated by non-employee director plan of the Block Sale Transferee)Company) (or by an equivalent committee generally provided to all of the other members of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee Company. (c) If at any time Purchaser is entitled to nominate designate a nominee to the Board of Directors pursuant to this Section 5.1. 5.3 Subject 4.06 and Purchaser does not have a representative on the Board, so long as Purchaser owns the Minimum Interest, the Company shall permit one representative of Purchaser (which representative shall be reasonably acceptable to the approval Company) to attend, but not vote, as an observer at each meeting of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (Board of Directors or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement committee of the Board empowered to act with full authority of the entire Board, including telephonic meetings. The Company and in shall cause notice of any other solicitation materials meeting of the Board of Directors or any such committee of the Board to be delivered to stockholders any such representative at the same time and in the same manner as notice is given to the members of the Company in connection with a stockholders meeting, Board of Directors. Such representative will be entitled to receive all written materials given to the Company shall cause each director nominee members of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors in connection with such meetings at the time such materials and information are given to the Company’s stockholders Board of Directors. The Company shall reimburse such representative for election as directors at each annual meeting his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the stockholders Board of Directors or any such committee of the Company and Board. (d) Each Purchaser Designee shall use all reasonable efforts be entitled to cause the election of each director nominee serve on any standing committee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 . The Company shall use its best efforts at all times as is necessary to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be ensure that each Purchaser Designee is appointed to the Board of Directors at the next regularly scheduled meeting all such committees of the Board of Directors immediately following Directors. (e) For so long as any Purchaser Designee remains on the Effective Date.]8 8 Note Board of Directors, the Company shall use best efforts to form: maintain directors’ and officers’ liability insurance with financially sound and reputable insurers at a level of coverage of at least $10,000,000. (f) Neither the Purchaser nor any Purchaser Designee nor any representative of the Purchaser nor any of the Affiliates of the foregoing, including IHM, will disclose to be included if Block Sale Transferee accepts any third party, or use for any purpose unrelated to the board nomination rightsperformance of such person’s duties for the Company (including the purchase and sale of the capital stock of the Company), any material non-public information received pursuant to this Agreement or otherwise.

Board Representation. 5.1 The Block Sale Transferee (a) During the Voting Standstill Period and for so long as Great Hill and/or any of its Controlled Affiliates collectively beneficially own at least 15% of the outstanding Common Stock (as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of the Common Stock), Great Hill shall have the right to nominate up to such number as directors of directors to the Company two natural persons as the Nominating/Corporate Governance Committee of the Board of Directors as is equal (or any successor committee serving such function) reasonable determines to 20% be acceptable in accordance with the Charter of the total number Nominating/Corporate Governance Committee and the Company's director qualification criteria applicable to all directors of directors on the Board Company (the "Great Hill Designees," and each, a "Great Hill Designee"). In furtherance of Directors (rounded up to the next whole number if foregoing, during the total number of directors on the Board of Directors is not an even multiple of 5) Voting Standstill Period and for so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns Great Hill and/or its Controlled Affiliates collectively beneficially own at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securitiesoutstanding Common Stock (as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of the Common Stock), provided that all Liberty Directors have resigned from to the Board of Directors. The Block Sale Transferee shall have fullest extent permitted by law, the right Company hereby agrees to nominate one director (i) include the Great Hill Designees as nominees to the Board on each slate of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal nominees for election to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee that is proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by Majority Independent Board, (ii) recommend the Block Sale Transferee must be approved by the nominating committee election of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted Great Hill Designees to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts (iii) without limiting the foregoing, support the Great Hill Designees for election to cause the Board in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees for election to the Board in the aggregate. The initial two Great Hill Designees are Xxxxxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx. With respect to any Great Hill Designees other than Xxxxxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, in advance of each director nominee any consideration of such Great Hill Designees by the Nominating/Corporate Governance Committee of the Block Sale Transferee that has received such approvalBoard, including soliciting proxies Great Hill will provide the Company with completed directors' and officers' questionnaires in favor the form provided by the Company, which form shall be the same form applicable to all directors of the election of such personsCompany. 5.4 (b) In the event that any Great Hill Designee serving as a director shall die, resign, be disqualified or be removed, so long as Great Hill is entitled to designate a Great Hill Designee pursuant to Section 5.1(a), the resulting vacancy is on the Board shall be filled by a natural person nominated by Great Hill and reasonably determined by the Nominating/Corporate Governance Committee of the Board (or any successor committee serving such function) to be acceptable in accordance with the Nominating/Corporate Governance Committee Charter and the Company's director qualifications criteria applicable to all directors of the Company, subject to, in the case of any natural person other than Xxxxxxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, Great Hill providing the Company with a completed directors' and officers' questionnaire in the form provided by the Company, which form shall be the same form applicable to all directors of the Company. (c) The Parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, at no time after either (i) the 30th day following the suspension of the Voting Standstill Period or the termination of the this Agreement, or (ii) Great Hill and/or its Controlled Affiliates collectively cease to beneficially own at least 15% of the outstanding Common Stock (as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of the Common Stock), shall the Company have any obligation to (x) nominate any Great Hill Designee for election or re-election to the Board by the stockholders, or (y) fill any vacancy created at any time by the death, disabilityresignation, retirement, resignation disqualification or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, one or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) more of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate Great Hill Designees with a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedsuccessor Great Hill Designee. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee (a) On and after the Closing Date, Biomark shall have the right to nominate up select two nominees to such number of directors be elected to the Board of Directors of Venaxis, who shall initially be Xxxxxxx Xxxx and Xxxxx Xxxxxxxxx. Any such nominee must meet the qualifications for director set forth in Venaxis' Articles of Incorporation, as is equal amended and Amended and Restated Bylaws ("the Organizational Documents") and must be willing to 20% serve and to comply with applicable Law, including filing necessary reports with the SEC and including that there shall be no Disqualification Event with respect to such nominee. Effective with the Closing, Venaxis shall take all such steps necessary to cause the election of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director such designees to the Board of Directors so long of Venaxis as of immediately following the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvalClosing Date, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in increasing the number of directors constituting the entire Board of Directors of Venaxis to eight (such that the Block Sale Transferee8). Thereafter, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain for so long as Biomark (collectively with its right to nominate directors constituting 20% Affiliates) beneficially owns at least fifteen percent (rounded up15%) of the total number issued and outstanding shares of directors on Venaxis Common Stock, the BoardVenaxis Board of Directors, upon request from Biomark, shall include such individuals, or other Biomark nominees meeting the foregoing qualifications, as a Board nominee in proxy materials soliciting shareholder votes in the election of the Venaxis Board of Directors and shall recommend to Venaxis' shareholders the election of such nominees. If Biomark's beneficial ownership (collectively with its Affiliates) of the outstanding Venaxis Common Stock falls below fifteen percent (15%) but is at least seven and one-half percent (7.5%), the Block Sale Transferee shall, subject to Section 5.2, Biomark shall have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy select one nominee to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed elected to the Board of Directors of Venaxis and to designate one individual to be a Board observer. Any such nominee or designee for Board observer, must meet the foregoing qualifications. If Biomark's beneficial ownership (collectively with its Affiliates) of the outstanding Venaxis Common Stock falls below seven and one-half percent (7.5%) but is at least five percent (5%), Biomark shall have the next regularly scheduled meeting of right to select one nominee to be elected to the Board of Directors immediately following of Venaxis. Any such nominee must meet the Effective Date.]8 8 Note to form: foregoing qualifications. Once Biomark's beneficial ownership (collectively with its Affiliates) of the outstanding Venaxis Common Stock first falls below five percent (5%), the nomination and delegation rights in this Section 6.06 shall cease. (b) Such elected Board members shall be eligible to be included elected to one or more Board committees pursuant to the Organizational Documents, if Block Sale Transferee accepts such director is willing to serve and eligible to serve in accordance with applicable Law, including the board nomination rightsrequirements of the SEC and the stock exchange on which the Venaxis Common Stock is then listed. Venaxis shall enter into a customary indemnification agreement with each such director in the form attached as Exhibit A. (c) Any Board observer shall be entitled to (i) participate in all meetings of Venaxis' Board of Directors, (ii) receive notice of such meetings, and all materials and information, at the same time and in the same manner as given or distributed to members of the Board, and (iii) receive reimbursement of all expenses in connection with participating in such meetings.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Within sixty (60) days after the right to nominate up to such number -------------------- execution of this Agreement, HMC will cause (i) the size of its board of directors to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed increased by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more directors and (ii) a person selected by Blackstone Real Estate Acquisitions L.L.C. ("Blackstone") and reasonably acceptable to the board of directors of HMC (provided that Xxxx X. Xxxxxxxxx shall be acceptable by the Block Sale Transferee’s proposed nomineesboard of directors of HMC, or Host REIT if the REIT Conversion is consummated) (the "Blackstone Board Designee") to be appointed to serve as a director of HMC (or Host REIT if the REIT Conversion is consummated) for a term expiring at the 1999 meeting of stockholders of HMC or Host REIT, as the case may be. In the event that the REIT Conversion shall have been consummated and Closing hereunder shall have occurred, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided Blackstone Board Designee will become a trustee (or caused to be provideddirector, as applicable) of Host REIT, and Host REIT will cause the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval Blackstone Board Designee to be included in the slate of nominees recommended trustees (or directors, if applicable) nominated by the board of trustees (or directors, if applicable) for election by the shareholders of Host REIT upon the expiration of each term of the Blackstone Board Designee as a trustee thereafter for so long as Blackstone and its Affiliates (as defined in Section 13.13) ------------- collectively own at least five percent (5%) of the outstanding Units. In the event that the REIT Conversion is not consummated and the Closing hereunder nevertheless shall have occurred, HMC will cause the Blackstone Board Designee to be included in the slate of directors nominated by the board of directors of HMC for election at the 1999 stockholders meeting and upon the expiration of each term of the Blackstone Board Designee as a director thereafter for so long as Blackstone and its Affiliates collectively own units of the Special Partnership that if redeemed for shares of HMC Common Stock would represent at least five percent (5%) of the outstanding HMC Common Stock. If the closing has not then occurred, the Blackstone Board Designee will resign immediately upon any termination of this Agreement. The Blackstone Board Designee shall have the right to be appointed to each committee of the board of HMC, or Host REIT upon the REIT Conversion, as he so desires. For purposes hereof, "Host REIT" includes any successor General Partner Entity (as defined in the Restated Operating Partnership Agreement). (b) So long as Blackstone and its Affiliates collectively own at least 5% of the common stock of SLSC, at all times and for so long as the board of directors of SLSC shall have more than two members who are also members of the board of directors of Host REIT, Blackstone shall be entitled to designate an individual to serve on SLSC's board of directors (who shall be reasonably acceptable to HMC and Host REIT), with SLSC, Blackstone and such individual having rights substantially similar to those of HMC, Host REIT, Blackstone and the Blackstone Board Designee under subsection (a) above. (c) HMC and Host REIT (and SLSC, if applicable) shall provide the same type of support for the election of the Blackstone Board Designees as such Person, its affiliates and its management provides to other persons standing for election as directors or trustees of such Person as part of the management slate. HMC and Host REIT (and SLSC, if applicable) shall furnish to each Blackstone Board Designee who serves as a director or trustee of such Person the same information that is provided to the other members of the Board of Directors (in their capacity as directors) or Trustees of HMC or Host REIT (as applicable) (and SLSC, if applicable) subject to the terms of any conflicts of interest, confidentiality or corporate opportunity policies applicable to all Board members. In the event of the death, resignation or other removal of a Blackstone Board Designee (other than due to Blackstone no longer being entitled to designate a Blackstone Board Designee), Blackstone will be entitled to appoint another person as the Blackstone Board Designee (who must be reasonably acceptable to the board of directors of HMC or Host REIT and SLSC, as applicable) and such person shall be appointed as a director (in the case of death, resignation or other removal during such person's term as a director) or included on the slate of directors or trustees nominated for election by the Board of Directors or Trustees. (d) The parties hereto agree that any breach of this Section 4.6 would ----------- cause irreparable injury to the Company’s stockholders Contributors and that money damages will be an inadequate remedy for election as directors at each annual meeting any breach or threatened breach of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies agreements described in favor of the election of such persons. 5.4 this Section 4.6. In the event that of a vacancy is created at any time by breach or a threatened breach ----------- of the deathagreements described in this Section 4.6, disabilitythe Contributors shall, retirementin ----------- addition to other rights and remedies existing in their favor, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant be entitled to Section 5.1specific performance and/or injunctive relief in order to enforce, or by prevent any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board)violations of, the Block Sale Transferee shall, subject to provisions of this Section 5.2, have 4.6 (without the right to designate posting of a replacement ----------- bond or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedother security). 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee (a) On the date of execution of this Agreement, the Company shall have appoint to the right Board the initial BSM Nominee, Xxxxxx Xxxxxxx Belausteguigoitia. As of immediately after the appointment of the initial BSM Nominee, the Board shall consist of six directors (the “Board Size”). Until the Percentage of Outstanding Subordinate Voting Shares is less than 10 percent, the Board shall not (i) propose or resolve to nominate up change the Board Size to such fewer than six or greater than 10, except where otherwise required by Applicable Law, as provided in Section 2.1(j), or with the prior written consent of BSM, (ii) present a slate of Company Nominees to the shareholders of the Company for election to the Board that is greater than or fewer than the number of directors to be elected at the applicable Directors Election Meeting, or (iii) except with the prior written consent of BSM, 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 shareholders of the Company to increase or decrease the Board Size to greater than or fewer than the number of Company Nominees presented for election at the applicable Directors Election Meeting. (b) Until the Percentage of Outstanding Subordinate Voting Shares is less than 10 percent, the Company covenants and agrees to nominate for election as is equal to 20% directors of the total Company at any Directors Election Meeting such number of directors on the Board BSM Nominees that represents BSM’s proportionate share of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors comprising the Block Sale Transferee Board (rounded up or down to the nearest whole number, with 0.50 being rounded up) based on the Percentage of Outstanding Subordinate Voting Shares as at the time BSM provides notice to the Company in accordance with Section 2.1(c) hereof of the BSM Nominees proposed for election or the last day on which such notice may be provided if no notice is given by BSM. (c) The Company shall give BSM at least 60 days advance notice in writing of the date of any Directors Election Meeting, indicating the date of the Directors Election Meeting and number of Company Nominees to be presented for election at the Directors Election Meeting. At least 50 days before each Directors Election Meeting, BSM will, after consultation with the Company in good faith, deliver to the Company in writing the names of the BSM Nominees (the number of such BSM Nominees to be determined in accordance with Section 2.1(b)) together with the information regarding such BSM Nominees (including the number of Shares owned or controlled by each such BSM Nominee) that the Company is required to include in an information circular of the Company to be sent to shareholders of the Company in respect of such Directors Election Meeting. If BSM fails to timely deliver the names of the BSM Nominees for such Directors Election Meeting, then BSM shall be deemed to have nominated the same BSM Nominees that serve as directors of the Company at such time unless the number of BSM Nominees exceeds the number of BSM Nominees BSM is then entitled to nominate pursuant to Section 5.12.1(b), in which case the Company shall determine in its sole discretion from such current BSM Nominees the BSM Nominees to be nominated for election. 5.3 Subject (d) Each BSM Nominee (i) must be acceptable to the approval of Board, acting reasonably, (ii) must meet the Block Sale Transferee’s nominees qualification requirements to serve as described in Section 5.2 and provided that a director under the Block Sale Transferee has provided (or caused to be provided) Act, the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement organizational documents of the Company and in the rules of any stock exchange on which the Subordinate Voting Shares are then listed (other solicitation materials than any independence requirement), (iii) shall not be a person of Ill Repute or a person who is not acceptable to any stock exchange on which the Subordinate Voting Shares are then listed or a securities regulatory authority having jurisdiction over the Company, and (iv) will not be required to be delivered Independent to stockholders of the Company in connection with serve as a stockholders meeting, the Company director; provided that Xxxxxx Xxxxxxx Xxxxxxxxxxxxxxxxx shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed deemed acceptable to the Board of Directors at the next regularly scheduled meeting as of the Board date of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsthis Agreement.

Board Representation. 5.1 (a) The Block Sale Transferee Board shall have the right to nominate consist of up to such number of directors nine members. The Purchaser shall be entitled to designate nominees for election or appointment to the Board of Directors (the “Purchaser Representatives”) as is equal to 20% of the total number of directors on the Board of Directors follows: (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5i) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns Purchaser holds at least 16,825,982 Equity Securities 90,000 Convertible Preferred Shares (or the corresponding number of the Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares), it shall be entitled to designate three Purchaser Representatives; (ii) so long as the Ownership Percentage Purchaser holds at least 45,000 Convertible Preferred Shares (or the corresponding number of the Block Sale Transferee is at least equal to 15% Restricted Voting Shares issued upon conversion of the Total Equity SecuritiesConvertible Preferred Shares), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee it shall have the right be entitled to nominate one director to the Board of Directors designate two Purchaser Representatives; and (iii) so long as the Block Sale Transferee Beneficially Owns Purchaser holds at least 11,217,321 Equity Securities 22,500 Convertible Preferred Shares (so long as or the Block Sale Transferee’s Ownership Percentage is at least equal to 5% corresponding number of the Total Equity SecuritiesRestricted Voting Shares issued upon conversion of the Convertible Preferred Shares), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rulesit shall be entitled to designate one Purchaser Representative. The director nominees proposed by parties hereto acknowledge and agree that the Block Sale Transferee must be approved by Purchaser is entitled to appoint certain designees to the nominating committee of the Company’s Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by pursuant to the Block Sale Transferee)) (or by an equivalent committee terms of the Special Voting Preferred Shares and that this provision is intended to be in furtherance of such rights. In no event will this Section 2.1 be construed to duplicate the rights granted to the Purchaser pursuant to the terms of the Special Voting Preferred Shares. The Purchaser shall not Transfer any of the Special Voting Preferred Shares. In the event that the Purchaser no longer holds any Special Voting Preferred Shares and is therefore not entitled to elect directors to the Company’s Board of Directors or, if no such committee exists, by a committee pursuant to the terms thereof; this Section 2.1 shall be controlling. (b) The Company acknowledges that the Purchaser shall be entitled to appoint three Purchaser Representatives to the Board pursuant to the terms governing the Special Voting Shares upon issuance of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated the Special Voting Shares to the Purchaser by the Block Sale Transferee)), and, if such approval is not granted Company. (c) The Purchaser acknowledges that it shall appoint the Purchaser Representative(s) to one or more the Board in accordance with the terms governing the Special Voting Preferred Shares directly following the issuance of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal Special Voting Preferred Shares to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested Purchaser by the Company relating to its nominees to and following each future meeting of the extent required under applicable law to be included in any proxy statement holders of the Restricted Voting Shares where directors of the Company and in any other solicitation materials to be delivered to stockholders have been elected by holders of the Company in connection with Restricted Voting Shares at such meeting. Any appointees by the Purchaser shall be subject to such appointee being acceptable to the Company’s corporate governance and nominating committee, acting reasonably. (d) In the event that any Purchaser Representative shall cease to serve as a stockholders meetingdirector of the Company, whether due to such Purchaser Representative’s death, disability, resignation or removal, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval Board to be included in the slate of nominees recommended appoint a replacement Purchaser Representative designated by the Board of Directors Purchaser to fill the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received vacancy created by such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal removal. (with e) The Purchaser shall promptly notify the Company in writing if ceases to hold at least 90,000, 45,000 or without Cause) 22,500, as the case may be, Convertible Preferred Shares (or the corresponding number of any Director nominated by the Block Sale Transferee pursuant Restricted Voting Shares issued upon conversion of the Convertible Preferred Shares). In addition, the Purchaser shall deliver a certificate to Section 5.1the Company, or by any increase in from time-to-time as the Company shall reasonably request, certifying the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) securities of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated beneficially owned by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors Purchaser as at the next regularly scheduled meeting date of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightssuch certificate.

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number of directors (i) Prior to the Board of Directors as is equal to 20% effectiveness of the total number of directors Merger, the Manager will identify to HEOP and Heritage Oaks Bank (“HEOP Bank”) in writing two (2) candidates (the “Manager Nominees”) to serve on the Board of Directors of HEOP (rounded up to the next whole number if the total number of directors on “HEOP Board”) and the Board of Directors is not an even multiple of 5the HEOP Bank (the “Bank Board”). Upon the effectiveness of the Merger, HEOP will appoint each such Manager Nominee to the HEOP Board and to the Bank Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements, and (b) the receipt of any necessary regulatory approvals, if any. (ii) From and after the Merger, and for so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept Investors’ beneficial ownership (as determined in accordance with Rule 13d-3 under the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long Exchange Act of 1934, as the Ownership Percentage amended) of the Block Sale Transferee issued and outstanding shares of the common stock of HEOP (“Investors' Beneficial Ownership”) is at least equal to 1514.9% or more, HEOP will take all lawful action to (i) elect the Manager Nominees designated in writing by the Manager who qualify to serve as a member of the Total Equity Securities)Bank Board under all applicable corporate governance policies or guidelines of HEOP Bank, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director and applicable legal, regulatory and stock market requirements, to the Bank Board and (ii) nominate and recommend to its shareholders the Manager Nominees for election to the HEOP Board at HEOP’s annual meeting of Directors so long shareholders, subject to such Manager Nominee being qualified to serve as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% a member of the Total Equity Securities)HEOP Board under all applicable corporate governance policies or guidelines of HEOP, provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by and applicable legal, regulatory and stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal market requirements and subject to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the reasonable approval of the Block Sale Transferee’s nominees as described in Section 5.2 Nominating and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement Governance Committee of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire HEOP Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy approval not to be filled with the replacement unreasonably withheld or additional Director so designated. 5.5 The Company delayed). HEOP shall use its reasonable best efforts to cause the candidate(sManager Nominees to be elected as directors of HEOP, and HEOP shall solicit proxies for each such person to the same extent as it does for any of its other nominees to the HEOP Board. The Manager shall notify HEOP of its proposed Manager Nominee(s) to the HEOP Board, in writing, no later than the latest date on which shareholders of HEOP may make nominations to the HEOP Board in accordance with the bylaws of HEOP, together with all information concerning such nominee(s) reasonably requested by HEOP, so that HEOP can comply with applicable disclosure rules (the “Nominee Disclosure Information”); provided that in the event the Manager fails to provide any such notice, the Manager Nominee(s) shall be the person(s) then serving as the Manager Nominee(s) as long as the Manager provides the Nominee Disclosure Information to HEOP promptly upon request by HEOP. (iii) At such time as the Investors’ Beneficial Ownership is less than 14.9% but more than 6%, the Manager shall continue to have the rights under subsection 1(ii) above, but only with respect to one (1) director, and at the written request of the HEOP Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause one of the Manager Nominees to resign from the Bank Board as promptly as possible thereafter. At such time as the Investors’ Beneficial Ownership is less than 6%, the Manager will have no further rights under this letter agreement, and at the written request of the HEOP Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the HEOP Board as promptly as possible thereafter, and at the written request of the Bank Board, the Manager shall use its reasonable best efforts to cause the remaining Manager Nominee to resign from the Bank Board as promptly as possible thereafter. (iv) If any Manager Nominee ceases to serve as a director of the HEOP Board and/or the Bank Board for any reason (other than due to the fact that the Investors’ Beneficial Ownership falls below the thresholds set forth in this letter agreement), HEOP shall use its reasonable best efforts to take all action required to fill the vacancy or vacancies created thereby with an individual designated by the Manager (a “Manager Successor Designee”) to serve in place of such Manager Nominee for the remainder of the term that the Manager Nominee who is being replaced would have served if he or she had not been replaced, subject to such Manager Successor Designee being qualified to serve as a member of the HEOP Board and the Bank Board under all applicable corporate governance policies or guidelines of HEOP and HEOP Bank, and applicable legal, regulatory and stock market requirements. (v) Subject to subsection 1(vi) below, if a Manager Nominee is nominated by HEOP but not elected to the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) HEOP Board, HEOP shall immediately increase the size of the Governance AgreementHEOP Board and appoint an individual designated by the Manager (such individual to be different from the individual who was not elected by the shareholders of HEOP) to be appointed the HEOP Board. (vi) Anything to the contrary provided in this Section 1 notwithstanding, no increase in the size of the HEOP Board shall be required by this Section 1 if it would cause the size of Directors the HEOP Board to exceed the maximum size permitted under HEOP’s articles of incorporation or bylaws; provided that HEOP shall use its reasonable best efforts to amend such articles of incorporation or bylaws to increase the number of directorships necessary to appoint the individual designated by the Manager, including, without limitation, submitting a shareholder proposal to amend the articles of incorporation or bylaws to increase the number of seats submitted to a vote of shareholders at the HEOP’s next regularly scheduled annual meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsshareholders.

Board Representation. 5.1 The Block Sale Transferee Each Stockholder hereby agrees to cast all votes to which such Stockholder is entitled in respect of any Voting Shares now or hereafter owned by such Stockholder, whether at any annual or special meeting of stockholders, by written consent or otherwise, and otherwise to take all other reasonably necessary or desirable actions with such Stockholder’s control (whether in such Stockholder’s capacity as a stockholder, director, officer or otherwise), and the Company shall take all reasonably necessary and desirable actions within its control (including, without limitation, calling directors’ and shareholders’ meetings), so that: (a) the number of directors constituting the Board shall be not less than three (3); (b) Ecolab shall be entitled at any time to designate and have elected to the right Board any one individual (the “Ecolab Company Director”). At any time when the Board shall consist of more than ten directors, Ecolab shall be entitled to nominate up designate and have elected to the Board such number of directors to the Board of Ecolab Directors as is equal to 20% constitutes not less than one-tenth of the total number of directors on the Board of Directors (rounded up to the next highest whole number if number); (c) Ecolab shall be entitled at any time to designate and have elected to the total number board of directors on the Board or equivalent (each a “Sub Board”) of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage each of the Block Sale Transferee is Company’s Subsidiaries any one individual (each an “Ecolab Sub Director” and the Ecolab Company Director(s) and the Ecolab Sub Directors being, collectively, the “Ecolab Directors”); (d) in the event that any Subsidiary forms, whether as a result of applicable requirements of Law or otherwise, a supervisory board, Ecolab shall be entitled at least equal any time to 15% of designate and have elected to such supervisory board any one individual (each an “Ecolab Supervisory Board Member”); and (e) the Total Equity Securities), provided that all Liberty Directors have resigned removal from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the or any Sub Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities any Ecolab Director or from any Subsidiary’s supervisory board of an Ecolab Supervisory Board Member (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee in each case with or without cause) shall be comprised solely at the written request of “independent directors” as defined by applicable stock exchange listing rules (which termEcolab, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if but only upon such written request and under no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee other circumstances. Ecolab shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is be entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the death, disability, retirement, resignation to remove any Ecolab Director or removal (with or without Cause) of Ecolab Supervisory Board Member for any Director nominated by the Block Sale Transferee pursuant reason whatsoever and to Section 5.1, or by any increase appoint another individual in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedhis place. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have (a) From and after the right to nominate up to such number Closing until the second anniversary of directors the Closing, the pre-Closing shareholders of the Company will be entitled to the benefit of the continued representation on the Company Board of Directors as is equal to 20% two of the total number existing directors (the “Company Nominees”). In the event of directors on the Board resignation, termination or death of Directors any Company Nominee (rounded up a “Retiring Nominee”), the remaining Company Nominee shall be entitled to name a replacement (“Replacement Nominee”) to the next whole number if Retiring Nominee by written notice to the total number of directors on Company signed by the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rightsremaining Company Nominee. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage Upon appointment of the Block Sale Transferee is at least equal Replacement Nominee to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Company’s Board of Directors. The Block Sale Transferee , the Replacement Nominee shall have be considered within the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% meaning of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must term Company Nominee as such term is used in this Section 4.11. At least one Company Nominee shall qualify as an independent director under American Stock Exchange Rule 121A(2) or any successor rule and meet the criteria for independence as set forth in Rule 10A-3(b)(1) under the Exchange Act or any successor rule (“independent director” as defined by applicable stock exchange listing rulesIndependence Requirements”). The director nominees proposed by the Block Sale Transferee must At least one Company Nominee shall be approved by the nominating entitled to serve on each committee of the Board of Directors of the Company, provided, in the case of the audit committee, such Company Nominee satisfies the Independence Requirements. (which committee b) At the Closing the authorized number of members of the Company Board shall be comprised solely no more than eight (8) and Elixir will be entitled to appoint to the Company Board no less than three (3) directors (as such number may be adjusted after the Closing, the “Elixir Nominees”) as of the Closing Date. At least one of the Elixir Nominees shall satisfy the Independence Requirements. From and after the Closing Date Elixir will at all times be entitled to appoint to the Company Board a number of additional directors (who shall also be “Elixir Nominees”) equal to the Pro Rata Share. The Company and the Company Board will use their best efforts to (i) cause any additional Elixir Nominees to be elected to the Company Board and (ii) ensure that the quotient of (x) the Elixir Nominees and (y) the authorized number of members of the Company Board, is at all times equal to the Pro Rata Share, including, without limitation: promptly calling a special meeting of the shareholders of the Company at the request of Elixir and recommending to the shareholders of the Company that they vote for the election of any additional Elixir Nominees to the Company Board. In the event of the resignation, termination or death of any Elixir Nominee (a “Retiring Elixir Nominee”), Elixir shall be entitled to name a replacement (“Replacement Elixir Nominee”) to the Retiring Elixir Nominee by written notice to the Company. Upon appointment of the Replacement Elixir Nominee to the Company Board, the Replacement Elixir Nominee shall be considered within the meaning of the term Elixir Nominee as such term is used in this Section 4.11. At least one Elixir Nominee shall be entitled to serve on each committee of the Company Board, provided, in the case of the audit committee, such Elixir Nominee satisfies the Independence Requirements. (c) While serving on the Company Board, each Company Nominee who is not a member of management of the Company shall receive compensation (both cash and equity) and other benefits provided to the independent directors” as defined by applicable stock exchange listing rules (which termmembers of the Company Board generally. Notwithstanding the foregoing, the Company shall maintain in effect, for this purpose, will exclude any the benefit of the Company Nominees with respect to their acts and omissions as directors nominated and officers of the Company either (i) the existing policies (primary and excess) of directors’ and officers’ liability insurance maintained by the Block Sale Transferee)Company as of the date of this Agreement and listed on Schedule 4.11(c) (“Existing D&O Policies”); provided, however that the Company may substitute for the Existing D&O Policies a policy or by an equivalent policies of comparable coverage. (d) From and after the Closing, the Company Board shall create and maintain a committee of the Company Board (“Conflicts Committee”) made up exclusively of at least three (3) members of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company who satisfy the Independence Requirements and who are not then, and during two years prior to their appointment or election have not been, an officer, director, employee of or consultant or advisor to Elixir and or any Affiliate of Elixir. Elixir may appoint at least one representative to the Conflicts Committee if that person satisfies the foregoing criteria. The Conflicts Committee shall operate under a charter in any other solicitation materials to be delivered to stockholders the form of the Company in connection with Conflicts Committee Charter attached hereto as Exhibit C. The Conflicts Committee Charter shall not be amended or modified unless (i) such amendment or modification has been approved and recommended by a stockholders meeting, majority of the members of the Conflicts Committee and (ii) at least five (5) Business Days preceding the effective date of such amendment or modification the Company shall cause each director nominee has filed with the Commission a current report on Form 8-K that accurately and fully discloses the proposed amendment or modification and the basis for the Conflicts Committee’s recommendation. (e) The Company, Elixir (in its capacity as stockholder of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to Board will do and will cause such vacancy to be filled with done all things necessary or desirable (including amending the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) organizational documents of the Governance AgreementCompany) as expeditiously as possible to be appointed give effect to this Section 4.11. Elixir agrees, on behalf of itself and its assignees, to vote all voting shares of the Company owned by Elixir or under its control for purposes of approving the election to the Company Board of Directors at the next regularly scheduled meeting each of the Board Company Nominees, the Replacement Nominee and eligible members of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts Conflicts Committee, as the board nomination rightscase may be.

Board Representation. 5.1 The Block Sale Transferee shall have (a) With respect to each Specified Stockholder, until such time as such Specified Stockholder and its Affiliates no longer beneficially own in the right to nominate up to such number of directors to the Board of Directors as is equal to aggregate at least 20% of the total number of directors on shares of Common Stock of WIND outstanding at such time, WIND and the Board of Directors (rounded up to shall, acting through the next whole number if the total number Nominating and Corporate Governance Committee of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included include in the slate of nominees recommended to stockholders of WIND (the “Stockholders”) for election as directors at any annual or special meeting of the Stockholders at which directors of WIND are to be elected, not less than two individuals designated by such Specified Stockholder (as applied to each Specified Stockholder, the “Specified Stockholder Nominees”). For the avoidance of doubt, in no event shall any Specified Stockholder Nominee be required to be an “independent director” within the meaning of any applicable law, rule or regulation, including, without limitation, any applicable stock exchange rule (collectively, the “Listing Exchange Rules”). (b) With respect to each Specified Stockholder, until such time as such Specified Stockholder and its Affiliates no longer beneficially own in the aggregate at least 10% but less than 20% of the total number of shares of Common Stock of WIND outstanding at such time, WIND and the Board of Directors shall, acting through the Nominating and Corporate Governance Committee of the Board of Directors, include in the slate of nominees recommended to the Stockholders for election as directors at any annual or special meeting of the Stockholders at which directors of WIND are to be elected, one Specified Stockholder Nominee. (c) Vacancies arising through the death, resignation or removal of a Specified Stockholder Nominee nominated by a Specified Stockholder to the Board of Directors pursuant to Section 2(a) or 2(b) hereof may be filled by the Board of Directors to only with a Specified Stockholder Nominee nominated by such Specified Stockholder and the Company’s stockholders for director so chosen shall hold office until the next election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvaluntil his or her successor is duly elected and qualified, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the or until his or her earlier death, disability, retirement, resignation or removal removal. (with or without Caused) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is No Specified Stockholder shall be entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed person as a nominee to the Board of Directors upon a written determination by the Nominating and Corporate Governance Committee of WIND (which determination shall set forth in reasonable detail the grounds for such determination) that such person would not be qualified under any applicable law, rule or regulation (including the Listing Exchange Rules of any securities exchange on which the securities of WIND are then listed) to serve as a director of WIND. Except as set forth in the preceding sentence, WIND shall not have the right to object to any Specified Stockholder Nominee. (e) WIND shall notify each Specified Stockholder in writing of the date on which proxy materials are expected to be mailed by WIND in connection with an election of directors at an annual or special meeting of the next regularly scheduled meeting Stockholders (and such notice shall be delivered to each Specified Stockholder at least 120 days prior to such expected mailing date). WIND shall provide each Specified Stockholder with a reasonable opportunity to review and provide comments on any portion of the proxy materials relating to the Specified Stockholder Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with WIND. If WIND objects to the designation of a Specified Stockholder Nominee pursuant to Section 2(d), WIND shall notify the Specified Stockholder that designated such Specified Stockholder Nominee sufficiently in advance of the date on which such proxy materials are to be mailed by WIND in connection with such election of directors so as to enable such Specified Stockholder to propose a replacement Specified Stockholder Nominee, if necessary, in accordance with the terms of this Agreement. (f) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall permit the rights and obligations set forth herein (including, without limitation, by allowing for a sufficient number of authorized directors to permit the nomination and election of the Specified Stockholder Nominees) and WIND shall have a Nominating and Corporate Governance Committee (or similar committee) of the Board of Directors immediately following empowered to take the Effective Date.]8 8 Note actions herein required. (g) With respect to form: any action or right given to or exercisable by either Specified Stockholder hereunder or any notice to be included if Block Sale Transferee accepts sent hereunder, such action or right shall be exercised by in the board nomination rightscase of D. E. Shaw, by MWP and MWPH, acting jointly, and in the case of Madison Dearborn, by Madison Dearborn Partners IV, L.P. (“MDP IV”), the general partner of Madison Dearborn, and any such notice shall be sent to, in the case of D. E. Shaw, to each of MWP and MWPH, and in the case of Madison Dearborn, to each of MDP IV and Madison Dearborn. Notices shall be sent in the manner and to the recipient specified in Section 3(f), and WIND may rely upon the contents of any such notice delivered by a Specified Stockholder without further inquiry.

Board Representation. 5.1 The Block Sale Transferee shall have Section 3.01. Nominating Purchaser Representation on Company and Bank Entity Board of Directors. (a) On the right First Closing Date, subject to nominate up any required approval or non-objection of the FDIC, IDFPR, Federal Reserve Board or other Governmental Authority, the Company will appoint one individual (each a “Nominating Purchaser Nominee”) designated by each Nominating Purchaser (who may be affiliated with such Nominating Purchaser) and approved by the Company, which approval will not be unreasonably withheld, conditioned or delayed, to such number serve as (A) a member of the Board of Directors and the board of directors of each Bank Entity and (B) at the option of such Nominating Purchaser Nominee, a member of each of the respective committees of the Boards of Directors of the Company and each Bank Entity for which such Nominating Purchaser Nominee qualifies (each such committee, a “Board Committee”) (provided, that in the case of any such Board Committee, such Nominating Purchaser Nominee would not constitute more than 25% of the members of such Board Committee). A Nominating Purchaser Nominee may only be subject to removal from the Board Committees and replaced on such Board Committees by another nominee if the Nominating Purchaser that appointed such Nominating Purchaser Nominee elects, in its sole discretion, to remove and replace such Nominating Purchaser Nominee from the Board Committees for and of which such Nominating Purchaser Nominee qualifies and has elected to be a member, subject to approval of any replacement by the Company, which approval will not be unreasonably withheld, conditioned or delayed. (b) Each Nominating Purchaser Nominee shall be entitled to (a) directors and officers insurance coverage, (b) indemnification from the Company, (c) fees and (d) any other rights and benefits, in each case in amounts and scope of coverage comparable to those provided to other outside directors. (c) For so long as each Nominating Purchaser and its Affiliates maintain an Ownership Interests of at least 2.5%, the Board of Directors and the board of directors of each Bank Entity will nominate an individual designated by each Nominating Purchaser and approved by the Company and each Bank Entity, which approval will not be unreasonably withheld, conditioned or delayed, for election to the Board of Directors as is equal to 20% of and the total number board of directors on of each Bank Entity, and the Board of Directors (rounded up Company and each Bank Entity will do all other lawful things in their power to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language cause that person to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note elected to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the its respective Board of Directors. The Block Sale Transferee Upon such election, such Nominating Purchaser Nominee shall have be appointed to serve as a member of the right respective Board Committees for and of which such Nominating Purchaser Nominee qualifies and has elected to nominate one be a member, and the Company and each Bank Entity will do all other lawful things in their power to cause that person to be elected to each of the Board Committees to which such Nominating Purchaser Nominee has been appointed, including without limitation, increasing the number of members on each of the Board Committees to four or more members. If a Nominating Purchaser Nominee ceases to serve as a director for any reason, the Company and each Bank Entity shall cause the vacancy created thereby to be filled by an individual designated by the Nominating Purchaser that appointed such Nominating Purchaser Nominee as soon as reasonably practicable, subject to the Company’s and each Bank Entity’s reasonable approval of the qualifications of such designated individual and to any required regulatory approval or non-objection. If an individual designated by a Nominating Purchaser and nominated by the Company and each Bank Entity is not elected to the Board of Directors or the board of directors of any Bank Entity, the Company or such Bank Entity, as applicable, shall immediately increase the size of its Board of Directors, notwithstanding the limitation set forth in Section 3.01(d) hereof, and appoint to its Board of Directors an individual designated by the Nominating Purchaser that appointed such Nominating Purchaser Nominee, subject to the Company’s or such Bank Entity’s reasonable approval of the qualifications of such designated individual and to any required regulatory approval or non-objection (such individual to be different from the individual who was not elected by the stockholders of the Company or such Bank Entity). (d) For so long as the Block Sale Transferee Beneficially Owns each Nominating Purchaser and its Affiliates collectively maintain an Ownership Interest of at least 11,217,321 Equity Securities 2.5%, the Board of Directors and the board of directors of each Bank Entity shall not exceed nine persons. Notwithstanding the foregoing, the Board of Directors and the board of directors of each Bank Entity may exceed nine members (so long i) to the extent necessary to increase the size of such Board of Directors to enable the Company or such Bank Entity to comply with the last sentence of Section 3.01(c), or (ii) during the period that is three months following the Closing Date; provided that, during that period, the Company and such Bank Entity, as applicable, shall use their reasonable best efforts to cause the Block Sale Transferee’s reduction in the number of directors to not more than nine. (e) In the event a Nominating Purchaser and its Affiliates collectively fail to maintain an Ownership Percentage is Interest of at least equal 2.5%, such Nominating Purchaser agrees to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned cause its Nominating Purchaser Nominee to resign from the Board of Directors. 5.2 Each director nominee proposed by Directors and the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number board of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably each Bank Entity if requested by the Company relating and each Bank Entity, as applicable; provided that such Nominating Purchaser Nominee shall be entitled to its nominees to serve until the extent required under applicable law to be included in any proxy statement date of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each next annual meeting of the stockholders of the Company and each Bank Entity following such request. (f) In lieu of designating a nominee to election to the Board of Directors or the board of directors of any Bank Entity or if, at the Closing Date, the Company has not received any required approval or non-objection of the FDIC, IDFPR, Federal Reserve Board or other Governmental Authority with respect to the appointment of the a Nominating Purchaser Nominee to the Board of Directors of the Company, the Nominating Purchaser that appointed a Nominating Purchaser Nominee shall use all reasonable efforts be entitled to cause designate an advisory member to the election Board of Directors of the Company and each of the respective Board Committees of the Company for which such Nominating Purchaser Nominee qualifies (each, an “Advisory Member”) to be appointed by resolution of a majority of the Board of Directors and the board of directors of each director nominee Bank Entity. The Advisory Members shall be without voting power or power of final decision in matters concerning the business of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant Company and each Bank Entity. The Advisory Members shall not be counted to Section 5.1, or by any increase in determine the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number Company or a Bank Entity or the presence of a quorum for any action by the Board of Directors, and shall not be required to own qualifying shares. The Advisory Members shall be permitted to attend all meetings of the Board of Directors and the board of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancyof each Bank Entity, and the Company and each Bank Entity shall use provide the Advisory Members, at the same time and in the same manner as provided to the directors, notice of such meetings and copies of all reasonable efforts to cause minutes, consents and other materials, financial and otherwise, which the Company or each Bank Entity provides its directors. An Advisory Member shall serve until such vacancy to be filled with date that the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated Nominating Purchaser Nominee selected by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be Nominating Purchaser is appointed to the Board of Directors at and the next regularly scheduled meeting board of directors of each Bank Entity or until the Nominating Purchaser that designated such Advisory Member elects to have such Advisory Member become a full member of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts or the board nomination rightsof directors of any Bank Entity.

Board Representation. 5.1 The Block Sale Transferee Company shall have take all necessary corporate action so that two individuals are designated by the right Fairfax Holders (collectively, the “Fairfax Directors” and each, a “Fairfax Director”) and appointed to nominate up to such number the board of directors to the Board of Directors as is equal to 20% of the total number of directors on Company (the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5“Board”) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns Fairfax Holders hold at least 16,825,982 Equity Securities 5,000,000 Series J Preferred Shares (so long as “Minimum Holdings Threshold”); provided, that in the Ownership Percentage of event the Block Sale Transferee is at least equal to 15% of Fairfax Holders (a) hold less than 5,000,000 Series J Preferred Shares but greater than 2,000,000 Series J Preferred Shares, the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee Fairfax Holders shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) one individual to be appointed to the Board or (b) hold less than 2,000,000 Series J Preferred Shares, the Fairfax Holders shall not be entitled to designate any individuals to be appointed to the Board; provided, further, that in no event shall the rights hereunder, when taken together with any rights of the Fairfax Holders under Section 5(b) of the Statement of Designation and under the indentures governing the 2025 Notes or the 2026 Notes, permit the Fairfax Holders to designate more than (i) two members to the Board if the Minimum Holdings Threshold is satisfied, or (ii) one member to the Board if the threshold described in the foregoing clause (a) is satisfied. The Company, through the Board and subject to the Board’s fiduciary duties to the Company and its shareholders, shall take all necessary action to nominate and recommend the Fairfax Directors at for election to the next regularly scheduled meeting Board in the proxy statements relating to the annual meetings of the Company stockholders following the date hereof. Any Fairfax Director designated for appointment to the Board by the Fairfax Holders (x) must be reasonably qualified to serve as a member of the Board and (y) shall not be prohibited from acting as a member of Directors immediately following the Effective Date.]8 8 Note Board by any applicable law or regulation (including but not limited to form: U.S. securities laws and New York Stock Exchange regulations). In the event that any Fairfax Director resigns or is removed from office, the Company agrees to take all necessary actions to nominate and recommend for election, in lieu of such person resigning or being removed from office, such new member to the Board as may be included if Block Sale Transferee accepts designated by the board nomination rightsFairfax Holders, in accordance with this Section 4.1.

Board Representation. 5.1 The Block Sale Transferee shall have the right to nominate up to such number For as long as shares of directors to Series A Preferred Stock are outstanding, the Board shall consist of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so seven members. As long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities more than fifty percent (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up50%) of the total number of shares of Series A Preferred Stock issued by the Company are outstanding, at each election of directors on of the Board)Company the holders of Series A Preferred Stock shall be entitled, voting as a separate class, to elect two (2) directors of the Block Sale Transferee shallCompany. As long EXHIBIT 10.118 (CONTINUED) as fifty percent (50%) or less but more than twenty percent (20%) of the total number of shares of Series A Preferred Stock issued by the Company are outstanding, subject at each election of directors of the Company the holders of Series A Preferred Stock shall be entitled, voting as a separate class, to Section 5.2elect one (1) director of the Company. Thereafter, as long as any shares of Series A Preferred Stock are outstanding an individual designated by the holders of a majority of the outstanding shares of Series A Preferred Stock (the "Series A Representative") shall have the right to designate a replacement or additional Director receive notice of and to fill such vacancy, attend and the Company shall use participate (but not to vote on any matters) at any and all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting meetings of the Board of Directors immediately following Directors. Information furnished to the Effective Date.]8 8 Note Series A Representative shall be subject to form: the confidentiality provisions in Section 8.9 of the Purchase Agreement or to equivalent confidentiality provisions. Each of the Investors does hereby irrevocably authorize and appoint Hunter Capital Group, LLC, a Delaware limited liability company ("Hunter Capital"), as its agent and attorney, with full power of substitution, to designate the Series A Representative (which authorization and appointment of Hunter Capital is coupled with an interest and shall be irrevocable during the term of this Agreement). The remainder of the directors (at least one of whom must be an Independent Director) shall be elected by the holders of the Series A Preferred Stock and the holders of the Common Stock voting together as a class. By executing this Agreement, each Investor agrees that Hunter Capital is designated as its respective proxy for purposes of designating or selecting one of the directors to be included if Block Sale Transferee accepts elected by the board nomination rightsholders of the Series A Preferred Stock.

Board Representation. 5.1 16.1 The Block Sale Transferee shall have the right to nominate up to such number provisions of directors to the Board of Directors as is equal to 20% this Clause 16 are conditional upon completion of the total number Subscription taking place in accordance with the provisions of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) this Agreement. 16.2 For so long as the Block Sale Transferee 6 Note Investor and/or any CDB Group Members, when taken together, hold the lesser of such number of Barclays Ordinary Shares as equals the number of Subscription Shares or three per cent. of Barclays’ issued ordinary share capital, the Investor shall (by notice given by the Investor to form: bracketed language the company secretary of Barclays at the registered office of Barclays or by notice tabled at a meeting of the board of directors of Barclays from time to time) be entitled to require the appointment or reappointment of one non-executive director of Barclays (the “Investor Director”) or to require the removal of such Investor Director by Barclays as soon as reasonably practicable following receipt of such notice. Any appointment or reappointment of an Investor Director is subject to the person nominated by the Investor having experience and capability which is likely to be removed if Block Sale Transferee does not accept appropriate to membership of the board nomination rightsof directors of Barclays and having satisfied all regulatory requirements relating to such appointment. 7 Note Subject to form: bracketed language their fiduciary duties, the board of directors of Barclays shall recommend that the shareholders vote in favour of the election or re-election of the Investor Director at any general meeting at which the Investor Director stands for election or re-election pursuant to the articles of association of Barclays. 16.3 The Investor would normally expect to be removed if Block Sale Transferee does not accept supportive of the management of Barclays and the recommendations of the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% directors of the Total Equity Securities)Barclays, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have but reserves the right to nominate one director direct its votes in whatever manner it deems is in its own interest. If the Investor intends to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% vote against a recommendation of the Total Equity Securities), provided that all Liberty Directors have resigned from board of directors of Barclays then the Board of DirectorsInvestor will give advance notice to Barclays and engage in a dialogue on the relevant issues prior to exercising or publicising their voting intentions. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 16.4 In the event that a vacancy the Investor ceases to be entitled under Clause 16.2 to require the appointment or reappointment of the Investor Director (or to remove such Investor Director), the Investor shall procure, in so far as it is created at any time by legally able to do so, that the deathInvestor Director resigns forthwith without seeking compensation for loss of office and waiving all claims that the Investor Director may have against Barclays in connection therewith. If the Investor Director refuses to resign, disability, retirement, resignation or removal (with or without Cause) of any the Investor and Barclays shall use reasonable endeavours to ensure that the Investor Director nominated by the Block Sale Transferee is removed pursuant to Section 5.1, a special notice and ordinary resolution of the shareholders under section 303 of the Companies Axx 0000 or by any increase other means permitted by Barclays’ articles of association, in each case as soon as reasonably practicable. 16.5 The Investor and Barclays acknowledge that where the number Investor Director receives information in his or her capacity as a director regarding a business opportunity that may be of directors constituting interest to the entire Board Barclays Group in his capacity as a director, he or she will not disclose that information for the purposes of any competing business interest. Subject thereto, the Investor Director may provide information relating to Barclays or the Barclays Group to the Investor or CDB subject to a duty of confidentiality and the Investor Director exercising appropriate discretion when providing such information and subject to such other limitations as are agreed between Barclays and the Investor in writing from time to time, save that in no circumstances will the Investor Director disclose to any person, including the Investor and CDB, any inside information (such as defined in section 118C of FSM Act) or any relevant information that is not generally available (within the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded upmeaning of section 118(4) of the total number of directors on the BoardFSM Act), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Upon the right to nominate up to such number execution and delivery of directors to this Agreement, the Board of Directors as is equal to 20% of the total number Company (the "Board") shall consist of directors on five members in accordance with the Board of Directors following: (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 51) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee One member of the Board (including any vacancies with respect thereto) (the "Common Stock Director"), shall initially be nominated and elected by the holders of Directors a majority of the Common Stock voting as a separate class (which committee the "Majority Common Stockholders") and shall be comprised solely the Chief Executive Officer of “independent directors” as defined by applicable stock exchange listing rules the Company. The Common Stock Director shall initially be Xxxxx Xxxxx. (which term, for this purpose, 2) One member of the Board (including any vacancy with respect thereto) (the "Series B Preferred Director") will exclude any directors be nominated and elected by the Block Sale Transfereeholders of a majority of the Series B Convertible Preferred Stock voting as a separate class (the "Majority Series B Preferred Stockholders"). The Series B Preferred Director shall initially be Xxxx Xxxx. (3) One member of the Board (including any vacancy with respect thereto) (the "Series C Preferred Director") will be nominated and elected by the holders of a majority of the Series C Convertible Preferred Stock voting as a separate class (the "Majority Series C Preferred Stockholders"). The Series C Preferred Director shall initially be a representative of XXXXXXXX Xxxxxxxxxxxx ("Qualcomm"). (4) One member of the Board (including any vacancy with respect thereto) (the "Series D Preferred Director") will be nominated and elected by the holders of a majority of the Series D Convertible Preferred Stock voting as a separate class (the "Majority Series D Preferred Stockholders"). The Series D Preferred Director shall initially be Xxxx Xxxxxx, a representative of Benchmark Capital Partners ("Benchmark"). (5) One member of the Board (including any vacancies with respect thereto) (the "Outside Director") will be elected by the holders of a majority of the Common Stock and Convertible Preferred Stock, voting as a single class and shall be a person who is not affiliated with the Company or any Holder and shall be acceptable to a majority of the Company's other directors. The Outside Director shall initially be the nominee of a majority of the Company's other directors specified above. (b) All directors shall be elected at a meeting of stockholders (or by an equivalent committee written consent in lieu of such meeting) and shall serve until the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of next succeeding such director's election and until such director's successor is elected and qualified, or as otherwise provided in the Company and shall use all reasonable efforts to cause the election of each Company's bylaws. Any director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time nominated by the deathholders of a particular series of Convertible Preferred Stock may be removed during such director's term of office, disability, retirement, resignation or removal (either with or without Cause) cause, by and only by the affirmative vote of holders of a majority of the outstanding shares of such series of Convertible Preferred Stock entitled to nominate such director given at a special meeting of stockholders duly called or by an action or written consent for that purpose. Any vacancy existing or created in the offices of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of such directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to may only be filled with the replacement or additional Director so designatedas provided in this Section 1. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 (i) The Block Sale Transferee Company agrees that simultaneously with the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) increase the size of the Board from seven (7) members to nine (9) members, and (B) appoint to the Board each of Xxxxxxx X. Xxxxxx (“Xxxxxx”) and Xxxxxxx Xxxxxxx (“Xxxxxxx” and together with Xxxxxx, the “New Exeter Appointees”). Each New Exeter Appointee shall be required to meet the Company’s Independence Standards for Independent Directors as set forth in the Company’s Guidelines on Corporate Governance that are in place as of the date of this Agreement and set forth on the Company’s website at xxx.xxxxxxxxxxxxx.xxx and as may be further amended (the “Corporate Governance Guidelines”). During the Standstill Period (as defined below) and for so long as Exeter meets the Minimum Ownership Level (as defined below), if any New Exeter Appointee should resign from the Board or be rendered unable to serve on the Board for any reason, then Exeter shall be entitled to recommend a replacement nominee to the Nominating and Corporate Governance Committee of the Board (the “Governance Committee”) to fill the resulting vacancy, who shall meet the Governance Committee’s qualification and membership requirements and applicable independence standards set forth in the Corporate Governance Guidelines, and other requirements of the Exchange Act (as defined below), the rules and regulations of the SEC (as defined below) and the listing standards for the New York Stock Exchange (or such other securities exchange on which the Common Stock shall be principally listed or traded) (any such replacement nominee appointed to the Board in accordance with this Section 1(a)(i) shall be referred to as a “Exeter Replacement Director”). Each member of the Board who is either a New Exeter Appointee or an Exeter Replacement Director are collectively referred herein as the “Exeter Directors”. The appointment of an Exeter Replacement Director to the Board shall be subject to the recommendation of the Governance Committee and approval of the Board in their sole discretion, after exercising their duties in good faith. In the event that the Governance Committee or the Board does not accept a person recommended by Exeter as an Exeter Replacement Director, Exeter shall have the right to nominate up recommend additional replacements to such number of directors fill the resulting vacancy, whose appointment shall be subject to the Board of Directors as is equal to 20% recommendation of the total Governance Committee and approval of the Board in accordance with the procedures described above. The Governance Committee and the Board shall expeditiously review and approve or disapprove any such Exeter Replacement Director. Any such Exeter Replacement Director shall be deemed to be a New Exeter Appointee for all purposes under this Agreement. The Company agrees that it shall not increase the number of directors on the Board of Directors in excess nine (rounded up to 9) during the next whole number if Standstill Period, except as may be required by the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage terms of the Block Sale Transferee is at least equal to 15% Company’s preferred stock issuances. (ii) The Company will recommend, support and solicit proxies for the election of the Total Equity Securities), provided that all Liberty Exeter Directors have resigned from at the Board 2020 annual meeting of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% stockholders of the Total Equity Securities), provided that all Liberty Directors have resigned from Company (the Board of Directors. 5.2 Each director nominee proposed “2020 Annual Meeting”) in the same manner as for the Company’s other nominees at the 2020 Annual Meeting (as determined by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which termGovernance Committee, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject but subject to the approval of the Block Sale Transferee’s nominees Board, at least a majority of whom (exclusive of the Exeter Directors) will be independent, as described defined in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement 303A.02 of the New York Stock Exchange Listed Company and in any other solicitation materials to be delivered to stockholders Manual, for purposes of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such this approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), in each case, so long as Exeter meets the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedMinimum Ownership Level. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Until the right earlier to nominate up occur of the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to such number the Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of directors to the Apollo/Blackstone Shares (the "Shareholder Designee Period"), the Board of Directors as is equal to 20% shall consist of no more than thirteen (13) directors during the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) Shareholder Designee Period. For so long as the Block Sale Transferee 6 Note Apollo/Blackstone Shareholders are entitled to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as two Shareholder Designees under this Agreement, the Ownership Percentage of the Block Sale Transferee is at least equal Apollo/Blackstone Shareholders shall be entitled to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee and other than such committees on which membership of a Shareholder Designee is prohibited by applicable law or by the rules of the New York Stock Exchange. (which committee shall b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, the Company will cause Xxxxx Xxxxxxx to be comprised solely elected or appointed to the Board of “independent directors” Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company's Nominating Committee (as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)herein) (or by an equivalent committee of shall recommend to the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included inclusion in the slate of nominees recommended by the Board of Directors to the Company’s stockholders shareholders for election as directors at each annual meeting of shareholders of the stockholders Company: (i) no more than two persons who are executive officers of the Company and shall use all reasonable efforts to cause ("Management Directors"), (ii) (A) five Shareholder Designees, so long as the election of each director nominee Apollo/Blackstone Shareholders beneficially own 80% or more of the Block Sale Transferee that has received such approvalApollo/Blackstone Shares, including soliciting proxies in favor (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the election Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of such persons. 5.4 In the event Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a "Beneficial Ownership Threshold"); provided, however, that a vacancy is created if at any time as a result of the Company's issuance of Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the "Actual Voting Power Threshold"), the Apollo/Blackstone Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) such other persons, each of whom is (A) recommended by the Nominating Committee and (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities ("Unaffiliated Directors"). If any vacancy (whether by death, disability, retirement, resignation disqualification, removal from office or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1other cause, or by any increase in the number of directors constituting directors) occurs prior to a meeting of the entire Company's stockholders, the Board (such that the Block Sale Transfereei) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded upii) of the total number of directors on the Board), the Block Sale Transferee shallshall appoint, subject to Section 5.23.1(d), a person designated by the Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (except as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders' beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and each such person shall be a Management Designee, Shareholder Designee or Unaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the "Nominating Committee"), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to recommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the Board of Directors. Notwithstanding the foregoing, if the Apollo/Blackstone Shareholders beneficially own less than 50% of the Apollo/Blackstone Shares, the Nominating Committee shall be comprised of individuals only one of whom is a Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company's Bylaws in a form reasonably acceptable to the parties to this Agreement, which shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the right nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) or any other obligation under this Section 3.1 if the Apollo/Blackstone Shareholders are in breach of any material provision of this Agreement. (c) Upon any decrease in Apollo/Blackstone Shareholders' beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company's Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Company's obligations under this Section 3.1 shall terminate. (d) Notwithstanding the provisions of this Section 3.1, the Apollo/Blackstone Shareholders shall not be entitled to designate any person to the Company's Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the Apollo/Blackstone Shareholders shall withdraw the designation of such proposed Shareholder Designee and designate a replacement or additional Director therefor (which replacement Shareholder Designee shall also be subject to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 requirements of this Section). The Company shall use its reasonable best efforts to cause notify the candidate(s) nominated Apollo/Blackstone Shareholders of any objection to a Shareholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Block Sale Transferee Company in connection with such election of directors to enable the Apollo/Blackstone Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (subject Section 5.2 hereof and Section 5.02(fe) of the Governance Agreement) to be appointed to Each Shareholder Designee serving on the Board of Directors at the next regularly scheduled meeting shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Board of Directors immediately following Company on the Effective Date.]8 8 Note same terms provided to, and subject to form: to be included if Block Sale Transferee accepts the board nomination rightssame limitations applicable to, such directors.

Board Representation. 5.1 The Block Sale Transferee (a) On or prior to the Closing Date, the Board of Directors of the Company shall be expanded by three positions thereby creating three vacancies on the Board. Mr. Robert LaPenta shall be appointed, immediately following the Cxxxxxx Xxxx, to fill one of these vacancies as a member and Chairman of the Board, serving in a non-executive capacity. If Mr. Robert LaPenta is unable or ceases to serve on the Board for axx xxxxxx, xxx Purchaser shall have the right to nominate recommend to the Governance and Nominating Committee for nomination by the Board one new director (to replace Mr. Robert LaPenta as a member of the Board), who need not qualify xx xx "xxxxxxxxxxt director" (as that term is defined in Rule 4200 of the National Association of Securities Dealers, Inc. or any comparable regulation to which the Company may be subject from time to time) ("INDEPENDENT Director"), and who shall be the successor Chairman of the Board if approved by the Board (provided that if such individual is rejected by the Board, the Purchaser shall have the right to recommend up to two more candidates to serve as successor Chairman, subject to Board approval, and provided further that if the Board rejects such number two additional candidates, Purchaser will retain the rights set forth below to continue recommending candidates to replace Mr. LaPenta, but not as Chairman of the Board). The Purchaser shalx xxxx xxx right to recommend two additional directors to the Governance and Nominating Committee for nomination by the Board to fill the remaining two vacancies created by the expansion, which directors, upon appointment, must each qualify as an Independent Director for all Committee purposes. If one or more candidates recommended by the Purchaser pursuant to this Section are rejected by the Committee or the Board, the Purchaser shall have an ongoing right to recommend candidates to fill the aforementioned vacancies until three candidates are qualified and accepted and there are no remaining vacancies on the Board. Each director recommended to the Board by the Purchaser is referred to herein as a "PURCHASER DESIGNEE". For so long as Purchaser owns, in the aggregate, at least 20% of the outstanding shares of Common Stock of the Company (the "REQUIRED INTEREST"), the Purchaser shall be entitled to nominate three Purchaser Designees to the Company's Board of Directors. In the event that the Purchaser owns an interest in the Company that is less than the Required Interest but equal to or greater than 15% of the outstanding shares of Common Stock of the Company (the "MINIMUM INTEREST"), and Purchaser currently has three Purchaser Designees serving on the Board of Directors, then, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, the Purchaser shall cause one of the two Purchaser Designees who are "independent directors" to resign within ten (10) business days, the Board of Directors shall be reduced by one member and thereafter the Purchaser shall be entitled to nominate two members to the Company's Board of Directors (until such time as the aggregate interest owned by Purchaser shall be less than the Minimum Interest, whereupon Purchaser shall, unless otherwise agreed by a majority of the Board other than the Purchaser Designees, within ten (10) business days cause the remaining two Purchaser Designees to resign and the Purchaser shall have no further rights under this Section 4.1). At least ninety (90) days prior to each annual meeting of stockholders at which Purchaser Designees will stand for election, the Purchaser shall provide written notice to the Company indicating the Purchaser Designees that it will nominate at such annual meeting, and such notice shall set forth as to each person proposed for nomination all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such person's written consent to being named in the related proxy statement as a nominee and to serving as a director if elected). (b) The Company shall use its reasonable best efforts at all times to take such action as is necessary to ensure that the Governance and Nominating Committee of the Board of Directors (or the full Board if there is no such committee) of the Company shall nominate and recommend to the stockholders of the Company that the stockholders 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 stockholders by the Board of Directors pursuant to Section 4.1(a), the Governance and Nominating Committee of the Board (or the full Board if there is no such committee) may review the information provided pursuant to Section 4.1(a) to evaluate in good faith such Purchaser Designee's character and fitness to serve as a director. If the Governance and Nominating Committee of the Board (or the full Board if there is no such 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 Governance and Nominating Committee of the Board (or the full Board if there is no such committee) shall inform the Purchaser of such determination, and the Purchaser shall then have the right to propose alternative Purchaser Designees in accordance with Section 4.1(a) above reasonably acceptable to the Company. All Purchaser Designees elected to the Board of Directors as is equal shall receive, during the period in which they serve, any and all benefits provided to 20% the other non-executive members of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee Company. (c) Mr. Robert LaPenta shall have the right to nominate invite representatives xx xxx Xxxxxxxxx xo attend, but not vote, as observers at the open portion of each meeting of the Board of Directors, including telephonic meetings, provided that each such representative has executed and delivered to the Company a confidentiality agreement in a form reasonably satisfactory to the Company. (d) The Board shall establish a new Strategic Committee consisting of the following five (5) directors so long as they remain members of the Board: Mr. Robert LaPenta as Chair of the Committee, Mr. Denis Berube, thx Xxxxxxx'x Chief Executive Officer serving ex-xxxxxxx, xxx two other directors recommended by Mr. Robert LaPenta, only one of whom may be a Purchaser Designee. Xxx Xxxxx xxxxx adopt a charter in substantially the form of Exhibit E hereto (the "STRATEGIC COMMITTEE CHARTER"), which shall serve as the directive of the Strategic Committee. The Strategic Committee Charter shall not be amended without the approval of the Chair of the Strategic Committee, which approval shall not be unreasonably withheld. The Strategic Committee may, and it is anticipated that the Strategic Committee will, retain consultants and other service providers, including affiliates of the Purchaser, to provide support to the Strategic Committee and to management, on terms and conditions that are approved by a majority of the disinterested members of the Board of Directors. (e) Subject to availability on reasonable terms and at a reasonable cost, for so long as any Purchaser Designee remains on the Board of Directors, the Company shall maintain directors' and officers' liability insurance with an insurer which maintains a rating of not less than A- by Fitch or A.M. Best with at least the current level of coverage and, in addition, shall consult in good faith with Purchaser with respect to (i) the renewal of existing policies and (ii) side A excess terms and conditions coverage in an amount reasonably satisfactory to Purchaser. (f) Mr. Robert LaPenta and each Purchaser Designee shall be required tx xxxxxx xxxx xxx same policies and restrictions as each of the other members of the Board including but not limited to the Company's Governance Policy, Insider Trading Policy and Code of Ethics and Standards of Conduct. (g) Notwithstanding anything herein to the contrary, the responsibility and authority of the Board shall not be altered as a result of the transactions contemplated by this Agreement and the Board shall continue to act in accordance with the Company's certificate of incorporation, bylaws, the Company's Governance Policy and the various committee charters. The current Board members shall remain in office, though it is anticipated that the size of the Board may be reduced to ten through attrition, as determined by the Board. The current Chairman of the Board, Mr. Denis K. Berube, shall remain a director and, in accordance wixx Xxxxxxx 0.1(d) above, shall be appointed as a member of the Strategic Committee. The current Chief Executive Officer, Mr. Bernard C. Bailey, shall continue in such capacity subject to xxx xxxxx xxx xxxxxxxons of any employment agreement he may have with the Company, shall remain a director and shall serve as an ex-officio member of the Strategic Committee. (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 stockholders have rights with respect to the composition of the Board of Directors under applicable law and the Company's organizational documents. Accordingly, for purposes of this Section 4.1, all obligations of the Company under paragraphs (a), (b) and (d) hereof shall be deemed to 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 or stockholders may take in the future. In the event that the Board of Directors of the Company shall not cause any action to be taken under paragraphs (a), (b) and (d) hereof, the Purchaser shall be entitled to the following remedies: (i) A full acceleration of the vesting of the Warrants so as to make the Warrants immediately exercisable; and (ii) Upon each failure to comply with the provisions of paragraphs (a), (b) and (d) hereof, to appoint an additional director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from Company. Such director shall resign immediately after the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval default is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal cured to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1Purchaser's reasonable satisfaction. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have On or at any time within 90 days after the right to nominate up to such number Closing Date, Purchaser may provide the Company with (i) the name of directors an individual (the "TLC Initial Nominee") Purchaser recommends be appointed to the Board of Directors as is equal to 20% of the total number of directors on the Company's Board of Directors (rounded up the "Board"), and (ii) all information related to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long TLC Initial Nominee as the Block Sale Transferee 6 Note to form: bracketed language to would be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed required by Regulation 14A promulgated by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by SEC under the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law Exchange Act to be included in any a proxy statement related to a meeting of the Company and in any other solicitation materials Company's stockholders at which directors would be elected (the "Proxy Information"). Within 30 days after the Company's receipt of all Proxy Information relating to be delivered to stockholders such individual, the Board shall consider the qualifications of the TLC Initial Nominee and, subject to its fiduciary duties, either appoint the TLC Initial Nominee to serve on the Board until the next election of directors by the Company's stockholders or notify Purchaser that the Board has determined that such appointment would not be consistent with the Board's fiduciary duties. At any time within 90 days after the Company's notifies Purchaser of the Board's determination not to appoint the TLC Initial Nominee, Purchaser may provide the Company in connection with a stockholders meetingthe name of, together with Proxy Information relating to, one or more individuals (the "TLC Alternative Nominee") that Purchaser recommends be appointed to the Board. Within 30 days after the Company's receipt of all Proxy Information relating to the TLC Alternative Nominee, the Board shall consider the qualifications of such TLC Alternative Nominee and, subject to its fiduciary duties, either appoint the TLC Alternative Nominee to serve on the Board until the next election of directors by the Company's stockholders or notify Purchaser that the Board has determined that such appointment would not be consistent with the Board's fiduciary duties. This process shall continue until the Board and Purchaser have agreed upon an individual nominated by Purchaser to serve on the Board (the "TLC Nominee"). The Company shall cause each director nominee increase the size of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Company's Board of Directors to the Company’s stockholders extent necessary to accommodate the appointment of the TLC Nominee. Thereafter, for election as directors long as Purchaser holds of record (such amount to be determined by considering the total of the following (i) the number of full shares of Common Stock into which shares of Preferred Stock then held by Purchaser could be converted pursuant to terms of the Certificate of Designation, and (ii) that number of full shares of Common Stock then held by the Purchaser) at each annual least 7.5% of the Common Stock outstanding on any date the Board fixes the record date for the meeting of the Company's stockholders of the Company and at which directors will be elected, Purchaser shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director nominee to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors stand for election as a director at the next regularly scheduled meeting at which directors are to be elected. If such nominee of the Purchasers is not the TLC Nominee, then similar to the process described in the first four sentences of this Section 4.6, Purchaser shall submit recommendations for an individual to stand for election as a director and the Proxy Information related thereto to the committee of the Board responsible for director nominations. Such committee shall consider the qualifications of Directors immediately following such individual and, subject to its fiduciary duties, either nominate such individual for election at such meeting of stockholders or notify Purchaser that such committee has determined that such appointment would not be consistent with its fiduciary duties (in which case the Effective Date.]8 8 Note process shall continue until the committee and Purchaser have agreed upon an individual to form: stand for election as a director at the next meeting at which directors are to be included if Block Sale Transferee accepts the board nomination rightselected).

Board Representation. 5.1 The Block Sale Transferee shall have (a) Until such time as the right to nominate up to such number of directors to the Board of Directors as is equal to 20Xxxxx Group no longer beneficially owns at least 30% of the total number of directors on shares of Common Stock outstanding at any time, the Company and the Board of Directors (rounded up to shall, acting through the next whole number if the total number Nominating and Corporate Governance Committee of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included include in the slate of nominees recommended to stockholders of the Company (the “Stockholders”) for election as directors at any annual or special meeting of the Stockholders at which directors of the Company are to be elected, not less than three individuals designated by Xxxxx (the “Xxxxx Nominees”). (b) Until such time as the Xxxxx Group no longer beneficially owns at least 15% but less than 30% of the total number of shares of Common Stock outstanding at any time, the Company and the Board of Directors shall include, acting through the Nominating and Corporate Governance Committee of the Board of Directors, in the slate of nominees recommended to Stockholders for election as directors at any annual or special meeting of the Stockholders at which directors of the Company are to be elected, not less than two Xxxxx Nominees. (c) Until such time as the Xxxxx Group no longer beneficially owns at least 5% but less than 15% of the total number of shares of Common Stock outstanding at any time, the Company and the Board of Directors shall, acting through the Nominating and Corporate Governance Committee of the Board of Directors, include in the slate of nominees recommended to Stockholders for election as directors at any annual or special meeting of the Stockholders at which directors of the Company are to be elected, not less than one Xxxxx Nominee. (d) Vacancies arising through the death, resignation or removal of a Xxxxx Nominee nominated by Xxxxx to the Board of Directors pursuant to Section 2(a), 2(b) or 2(c) hereof may be filled by the Board of Directors to only with a Xxxxx Nominee and the Company’s stockholders for director so chosen shall hold office until the next election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvaluntil his or her successor is duly elected and qualified, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time by the or until his or her earlier death, disability, retirement, resignation or removal removal. (with or without Causee) Notwithstanding the provisions of any Director nominated by the Block Sale Transferee pursuant to this Section 5.12, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is Xxxxx shall not be entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed person as a nominee to the Board of Directors upon a written determination by the Nominating and Corporate Governance Committee of the Company (which determination shall set forth in writing reasonable grounds for such determination) that such person would not be qualified under any applicable law, rule or regulation to serve as a director of the Company. Other than with respect to the issue set forth in the preceding sentence, neither the Company nor any other Stockholder shall have the right to object to any Xxxxx Nominee. (f) The Company shall notify Xxxxx in writing of the date on which proxy materials are expected to be mailed by the Company in connection with an election of directors at the next regularly scheduled an annual or special meeting of the Board Stockholders (and such notice shall be delivered to Xxxxx at least 120 days prior to such expected mailing date). The Company shall provide Xxxxx with a reasonable opportunity to review and provide comments on any portion of Directors immediately following the Effective Date.]8 8 Note proxy materials relating to form: the Xxxxx Nominees or the rights and obligations provided under this Agreement and to discuss any such comments with the Company. The Company shall notify Xxxxx of any opposition to a Xxxxx Nominee in accordance with Section 2(e) sufficiently in advance of the date on which such proxy materials are to be included mailed by the Company in connection with such election of directors so as to enable Xxxxx to propose a replacement Xxxxx Nominee, if Block Sale Transferee accepts necessary, in accordance with the board nomination rightsterms of this Agreement, and Xxxxx shall have 10 business days to designate another nominee. (g) So long as this Agreement shall remain in effect, subject to applicable legal requirements, the Bylaws and the Certificate of Incorporation shall accommodate the rights and obligations set forth herein.

Board Representation. 5.1 The Block Sale Transferee Immediately following the Effective Date, Seller shall have the right to nominate up to take such number of directors to the Board of Directors corporate or other actions as is equal to 20% of the total number of directors on the may be necessary so that Seller's Board of Directors (rounded up to the next whole number if "Board") shall consist of five members. Buyer, upon the total number of directors on the Board of Directors is not an even multiple of 5) Effective Date, and for so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns Buyer (or its successor in interest) shall own at least 16,825,982 Equity Securities (19.9% of the outstanding Common Stock, shall be entitled to designate at least one -fifth of the Board. For so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15Buyer owns more than 20% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nomineesoutstanding Common Stock, the Block Sale Transferee Buyer (or its successor in interest) shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is be entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval designate at least two-fifths of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company . Seller shall use its best efforts to cause any person(s) designated by Buyer to serve on the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) Board to be appointed elected to the Board Board. Except for any removal for "cause" as defined under applicable law, any director designated by Buyer may be removed or replaced only with the prior written consent of Directors at the next regularly scheduled meeting Buyer. Any director designated by Buyer who shall either resign, die or become unable or unwilling to serve shall be replaced with a candidate designated by Buyer. Seller shall call, and use its best efforts to hold, regular meetings of the Board not less often than quarterly; provided, however, that Buyer shall have the right to call meetings of Directors immediately following the Effective Date.]8 8 Note Board and management of Seller, on no less than five business days' notice, once each fiscal quarter. Seller shall pay all reasonable travel expenses and other out-of-pocket disbursements of directors incurred by such directors in connection with their attendance at such meetings. Seller's By-laws shall be amended to form: provide that each director designated by Buyer shall be a member of all committees of the Board established and maintained from time to be included if Block Sale Transferee accepts time. Seller agrees to indemnify its directors to the board nomination rightsfull extent of the law and to obtain and maintain in full force and effect directors' and officers' liability insurance coverage covering the directors (including the director(s) designated by Buyer) in an amount not less than $1,000,000.

Board Representation. 5.1 (a) No later than two business days following the execution and delivery of this Agreement, the Company will increase the size of the Board to twelve directors and appoint Xxxxx Xxxx (the “Initial New Director”) as a director of the Company. The Block Sale Transferee shall appointment of the Initial New Director will be subject to the execution by such Initial New Director, prior to the execution and delivery of this Agreement, of the following documents required of all non-executive directors on the Board: the Certification for the Procedures and Guidelines Governing Securities Trades by Company Personnel and the Majority Voting Conditional Resignation Letter (the “New Director Documentation”) and a D&O questionnaire (in the Company’s standard form). (b) From and after the execution and delivery of this Agreement, SRS will have the right to nominate up to such number of directors recommend for appointment to the Board an additional independent director (the “Subsequent New Director” and, together with the Initial New Director, the “New Directors”). The Subsequent New Director must not be a former employee or a current employee, advisor, consultant or Affiliate of Directors as is equal SRS and must (i) have the relevant financial and business experience to 20% be a director of the total number Company and (ii) not serve as a director or officer of directors on any Competitor and otherwise qualify as “independent” of the Board of Directors (rounded up Company pursuant to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rulesrequirements ((i) and (ii), the “Director Criteria”). The director nominees proposed appointment of the Subsequent New Director will be subject to a customary due diligence process by the Block Sale Transferee must be approved Board (including the review of a completed D&O questionnaire (in the Company’s standard form), interviews with members of the Board, a customary background check and completion by the nominating committee Subsequent New Director of the New Director Documentation). The Company will use its reasonable best efforts to complete its approval process as promptly as practicable. The Company shall appoint the Subsequent New Director to the Board if (and only if) the Board, taking into account the Subsequent New Director’s skillset and experience, finds the Subsequent New Director to be reasonably acceptable. In the event the Board reasonably finds that the Subsequent New Director is not acceptable, SRS will be entitled to recommend different nominees which meet the foregoing criteria, and such nominees will be subject to the foregoing approval process. For the avoidance of doubt, SRS will be entitled to continue to recommend different nominees which meet the foregoing criteria until a Subsequent New Director is appointed. Immediately prior to the appointment of the Subsequent New Director, the Company will increase the size of the Board of Directors by one director to provide for such appointment. (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)c) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale TransfereeThe Company’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number slate of nominees equal to the number of for election as directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”) will include the New Directors appointed prior to be delivered to stockholders the date of the Company mailing of the Company’s definitive proxy statement in connection with a stockholders such annual meeting, the . The Company shall cause each director nominee of the Block Sale Transferee will recommend that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies vote in favor of the election of the New Directors at such personsannual meeting and will support the New Directors for election in a similar manner as the Company’s other nominees. 5.4 In (d) At all times while serving as a member of the event that Board (and as a vacancy is created condition to such service), the New Directors shall (i) comply with all policies, codes and guidelines applicable to Board members (subject to Section 8(b)) and (ii) satisfy clause (ii) of the Director Criteria. (e) The New Directors shall be entitled to resign from the Board at any time by in their discretion. Should any of the New Directors resign from the Board or become unable to serve on the Board due to death, disability, retirement, resignation disability or removal (with or without Cause) of any Director nominated by other reasons prior to the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) expiration of the total number of directors on the Board)Standstill Period, the Block Sale Transferee shall, subject to Section 5.2, SRS will have the right to designate recommend for appointment to the Board a replacement or additional director meeting the same criteria applicable to the New Director being replaced (a “Replacement”). The appointment of a Replacement will be subject to fill such vacancya customary due diligence process by the Board (including the review of a completed D&O questionnaire (in the Company’s standard form), interviews with members of the Board, a customary background check and completion by the Replacement of the New Director Documentation). The Company shall will use all its reasonable best efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 complete its approval process as promptly as practicable. The Company shall use its best efforts appoint a Replacement to cause the candidate(sBoard if (and only if) nominated by it finds a Replacement to be reasonably acceptable. For the Block Sale Transferee avoidance of doubt, SRS will be entitled to continue to recommend different nominees which meet the foregoing criteria until a Replacement is appointed. Except as otherwise specified in this Agreement, if a Replacement is appointed, all references in this Agreement to the term “New Directors” will include such Replacement. (subject Section 5.2 hereof and Section 5.02(ff) of For so long as the Governance Agreement) to Initial New Director serves on the Board, the Initial New Director shall be appointed to the Board of Directors at the next regularly scheduled meeting Compensation Committee of the Board Board. If requested by SRS, for so long as the Subsequent New Director serves on the Board, the Subsequent New Director shall be appointed to the Corporate Governance Committee of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsBoard.

Board Representation. 5.1 The Block Sale Transferee shall have (i) Until the right to nominate up to such number occurrence of directors a Director Severance Event (herein defined), LN Parent will be required, subject to the Board of Directors as is equal to 20% of the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee fiduciary duties of the Board of Directors of LN Parent (which committee shall be comprised solely of the “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)LN Board”), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled comply with the replacement or additional Director so designated.following provisions: 5.5 The Company shall use its best efforts to cause the candidate(s(A) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at At the next regularly scheduled meeting of the LN Board after the Effective Date, LN Parent will name Cohl as the sole Vice Chairman of the LN Board. LN Parent will include Cohl on the slate of directors to be voted on by the shareholders of LN Parent at each annual meeting that is being held at a time that Cohl’s then term on the LN Board is scheduled to expire. As long as Cohl is a member of the LN Board, he will remain as the sole Vice Chairman of the LN Board. (B) At the next regularly scheduled meeting of the LN Board after the Effective Date, LN Parent will elect to the LN Board a person nominated by Cohl (“Cohl’s Nominee”); provided that the LN Board shall not be required to elect Cohl’s Nominee at any board meeting unless (i) the name of Cohl’s Nominee has been provided to the LN Board at least ten (10) business days prior to such meeting of the LN Board and (ii) Cohl’s Nominee has promptly cooperated in supplying such personal information as may be reasonably requested by the LN Board in connection with issues related to work history, experience, conflicts of interest, securities law matters and independence. LN Parent will include Cohl’s Nominee (or another person nominated by Cohl at the time, who will thereafter be Cohl’s Nominee for purposes hereof) on the slate of directors to be voted on by the shareholders of LN Parent each time that the term on the LN Board of Directors immediately Cohl’s Nominee is expiring. Unless LN Parent authorizes to the contrary, Cohl’s Nominee must always be an individual who is, in the discretion of the LN Board, independent under LN Parent’s “Director Independence Standards”. LN Parent shall have no further obligation under this Section 2(f)(i) following the Effective Date.]8 8 Note occurrence of a Director Severance Event. (ii) Cohl shall promptly file all forms with the SEC as may be required by Applicable Law to formthe extent requested of Cohl by LN Parent. (iii) As used herein, the term “Director Severance Event” shall mean the first to occur of the following: (i) the Majority Sellers ceasing to hold in the aggregate at least twenty-five percent (25%) of the Trust Certificates issued to them under the terms of the Stock Purchase Agreement (or, if the Company Issuance Option has been exercised, 25% of the underlying shares of LN Common Stock represented by such Trust Certificates), (ii) Cohl ceasing to be included if Block Sale Transferee accepts an executive officer of the board nomination rightsCompanies, (iii) Cohl tendering his resignation as a member of the LN Board, or (iv) any breach or other failure or refusal to comply with or perform any material obligation of the Majority Sellers under the Stock Purchase Agreement or any of the Ancillary Agreements and such breach or other failure to perform continuing unremedied for ten (10) days after written notice thereof to the Majority Sellers.

Board Representation. 5.1 The Block Sale Transferee (a) For so long as Purchaser shall own Conversion Units representing, or NHC Notes convertible (after giving effect to any adjustments) into Units representing, 5% or more of the total number of Units outstanding on a fully-diluted basis, Purchaser shall have the right to nominate up designate one individual (the "PURCHASER DESIGNEE") to such number be elected to serve on the Board of directors Directors of the Managing General Partner (or, after the Special Reorganization, on the Board of Directors of the NHC). The Purchaser Designee shall be an individual who is mutually acceptable to both the Company and the Purchaser, and the Company and Purchaser have agreed that Xxxxxxxx X. Xxxxxx is mutually acceptable as the initial Purchaser Designee. (b) After the Closing Date, the stockholders of the Managing General Partner shall take all action necessary to ensure that the Purchaser Designee shall be elected to the Board of Directors of the Managing General Partner; including, without limitation, causing a special meeting of the Board of Directors of the Managing General Partner to be called to elect the Purchaser Designee to the Board of Directors and voting all of their Managing General Partner stock in favor of the Purchaser Designee at the next stockholders' meeting. (c) At each annual meeting of stockholders of the Managing General Partner after the Closing Date but prior to the occurrence of the Special Reorganization, so long as is equal the Purchaser shall own Conversion Units representing, or NHC Notes convertible (after giving effect to 20any adjustments) into Units representing, 5% or more of the total number of directors Units outstanding on a fully-diluted basis, the Purchaser shall be entitled to nominate the Purchaser Designee to be elected to serve on the Board of Directors (rounded up of the Managing General Partner. The Managing General Partner shall cause the Purchaser Designee to be included in the slate of nominees recommended by the Board to the next whole number if Managing General Partner's stockholders for election as directors, and the Managing General Partner shall use its best efforts to cause the election of the Purchaser Designee, including voting all shares for which the Managing General Partner holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such person. Xxxxx and NHC, Inc. hereby agree (for themselves individually and each of their successors and assigns, and any Affiliate of each of them that owns voting securities of the Managing General Partner) that they shall vote (i) all of their Units (ii) all other securities of the Managing General Partner held by them which are entitled to vote for directors and (iii) all proxies held by them (unless otherwise directed by the stockholder submitting such proxy), in favor of the election of the Purchaser Designee, and Xxxxx and NHC, Inc. shall not sell, assign or otherwise transfer any of their Units or other voting securities of the Managing General Partner to an Affiliate thereof unless such Affiliate agrees to be bound by the foregoing. (d) Prior to the occurrence of the Special Reorganization, the Managing General Partner shall take all steps necessary to ensure that the Purchaser Designee is elected to the Board of Directors of NHC upon its formation in the Special Reorganization. (e) Commencing with the annual meeting of stockholders of NHC immediately following the Special Reorganization, and at each annual meeting of stockholders of NHC thereafter, so long as the Purchaser shall own Conversion Units representing 5% or more of the total number of directors Units outstanding on a fully-diluted basis, the Purchaser shall be entitled to nominate the Purchaser Designee to be elected to serve on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rightsNHC. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company NHC shall cause each director nominee of the Block Sale Transferee that has received such approval Purchaser Designee to be included in the slate of nominees recommended by the Board of Directors to the Company’s NHC's stockholders for election as directors at each annual meeting of the stockholders of the Company directors, and NHC shall use all reasonable its best efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approvalPurchaser Designee, including soliciting voting all shares for which NHC holds proxies (unless otherwise directed by the stockholder submitting such proxy) or is otherwise entitled to vote, in favor of the election of such personsperson. Xxxxx and NHC, Inc. hereby agree (for themselves individually and each of their successors and assigns, and any Affiliate of each of them that owns voting securities of NHC) that they shall vote (i) all securities of NHC held by them which are entitled to vote for directors and (ii) all proxies held by them (unless otherwise directed by the stockholder submitting such proxy), in favor of the election of the Purchaser Designee, and Xxxxx and NHC, Inc. shall not sell, assign or otherwise transfer any of their Units or other voting securities of NHC to an Affiliate thereof unless such Affiliate agrees to be bound by the foregoing. 5.4 (f) In the event that the Purchaser Designee shall cease to serve as a vacancy is created at director for any time reason, other than by reason of the death, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is Purchaser not being entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board)Purchaser Designee, the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) vacancy resulting thereby to be appointed filled by a nominee mutually acceptable to NHC and the Purchaser. The Purchaser shall deliver notice to the Board of Directors at of the next regularly scheduled Managing General Partner designating a new Purchaser Designee to replace the director previously nominated by the Purchaser. If the Special Reorganization shall not have occurred, within thirty (30) days of the giving of the notice, the Board of Directors of the Managing General Partner shall, prior to the transaction of any other business, take all action necessary to remove the director previously nominated by the Purchaser and to elect the new Purchaser Designee; including, without limitation, causing a special meeting of the Board of Directors immediately following of the Effective Date.]8 8 Note to form: Managing General Partner to be included if Block Sale Transferee accepts called to elect the Purchaser Designee to the board nomination rightsand voting all of their Managing General Partner stock in favor of the Purchase Designee at the next stockholders' meeting. If the Special Reorganization has occurred, the Board of Directors of the Company shall take all action necessary to elect the new Purchaser Designee.

Board Representation. 5.1 The Block Sale Transferee (a) At any time from and after the Effective Time, at the written request of the Subject Sellers, Boron shall have cause one (1) representative designated by the right Subject Sellers to nominate up to such number of directors be elected or appointed to the Board of Directors of Boron, which representative shall (i) be reasonably acceptable to the Board of Directors of Boron, (ii) not be a person who is an officer or employee of Holdings or any of its Subsidiaries as is equal to 20% of the total number date hereof, (iii) satisfy all director qualifications reasonably required by Xxxxx and shall agree to comply with all policies of directors Xxxxx (including as to ethics, confidentiality and trading) in each case in effect from time to time that apply to all nominees for the Board of Directors of Boron and (iv) be eligible to serve on the Board of Directors (rounded up to of Boron under the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities)Depository Institution Management Interlocks Act, provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors12 U.S.C. 3201 et seq. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts federal banking agencies’ implementing regulations thereunder, including the Federal Reserve Board’s Regulation L, 12 C.F.R. Part 212, in each case as they may be amended from time to cause time (a “Qualified Nominee”, and any such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) Qualified Nominee to be appointed to the Board of Directors of Boron, a “Board Representative”). Any Board Representative elected or appointed to the Board of Directors of Boron shall, at the next regularly scheduled Subject Sellers’ election, also be appointed to Boron Bank’s Board of Directors at the time of his or her appointment or election to the Board of Directors of Boron. Boron Bank shall take all action necessary to facilitate any such appointment to Boron Bank’s Board of Directors. (b) From and after the election or appointment of a Board Representative pursuant to Section 4(a), (i) at each meeting of the shareholders of Boron at which directors of Boron are to be elected (including any annual meeting of shareholders) and at which the term of such Board Representative shall expire, the Board of Directors of Boron shall nominate and recommend for election one (1) Qualified Nominee designated by the Subject Sellers to serve as a Board Representative and Boron shall use its reasonable best efforts to cause such person to be elected to serve as a director on the Board of Directors of Boron and shall solicit proxies for such person to the same extent as it does for any of its other nominees to the Board of Directors (it being understood that such Qualified Nominee shall not be in addition to the person designated by the Subject Seller to be appointed to the Board of Directors of Boron at the Effective Time pursuant to the prior paragraph and that the Subject Sellers’ right to designate a Qualified Nominee to serve on the Board of Directors of Boron at any given time shall be limited to one (1) person), provided that such efforts will not require Boron to postpone its annual meeting of shareholders or take extraordinary solicitation efforts not taken with regard to the other nominees to the Board of Directors of Boron, including that Boron shall not be obligated to pay extraordinary costs with regard to the election of such Qualified Nominee as director; provided, further, that, if at any time after his appointment to the Board of Directors of Boron, the Board Representative ceases to be a Qualified Nominee, such representative shall not continue to serve as the Board Representative; and (ii) upon the death, disability, retirement, resignation, removal or other vacancy of a director designated by the Subject Sellers, the Board of Directors of Boron shall appoint as a director to fill the vacancy so created a Qualified Nominee designated by the Subject Sellers to fill such vacancy. (c) Each Board Representative shall be entitled to the same compensation and same indemnification and insurance coverage in connection with his or her role as a director as the other members of the Board of Directors immediately following of Boron, and shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Effective Date.]8 8 Note Board of Directors of Boron or any committees thereof, to form: the same extent as the other members of the Board of Directors of Boron. Boron shall notify each Board Representative of all regular and special meetings of the Board of Directors of Boron and shall notify each Board Representative of all regular and special meetings of any committee of the Board of Directors of Boron of which such Board Representative is a member. Boron shall provide each Board Representative with copies of all notices, minutes, consents and other materials provided to all other members of the Board of Directors of Boron concurrently as such materials are provided to the other members. (d) Boron’s obligations under this Section 4 shall terminate and be included if Block Sale Transferee accepts of no further force or effect on the board nomination rightsearlier of (i) such time as the Subject Sellers (and any Permitted Transferees) collectively beneficially own less than five percent (5%) of the outstanding shares of Boron Common Stock and Boron Non-Voting Common Stock (as reported in the most recent Boron Report publicly filed under the Exchange Act), excluding the dilutive effect of any primary issuances of Boron Common Stock or Boron Non-Voting Common Stock (or any other securities convertible into or exchangeable for Boron Common Stock or and Boron Non-Voting Common Stock) by Boron, and (ii) the breach, in any material respect, by the Subject Sellers of any of its obligations in this Agreement.

Board Representation. 5.1 (i) The Block Sale Transferee shall have Manager has identified Xxxxx X. Xxxxx to PPBI and Pacific Premier Bank (“Pacific Premier”) or, if Xx. Xxxxx is unable to serve, the right to nominate up to such number of directors Manager will identify another individual mutually acceptable to the Board of Directors as is equal Manager and PPBI (the “Manager Nominee”) to 20% of the total number of directors potentially serve on the Board of Directors of PPBI (rounded up to the next whole number if the total number of directors on “PPBI Board”) and the Board of Directors is of Pacific Premier Bank (the “Pacific Premier Board”). If requested by the Manager prior to the effectiveness of the Merger, PPBI and Pacific Premier Bank agree that, upon such effectiveness, each will appoint such Manager Nominee to the PPBI Board and to the Pacific Premier Board, subject to: (a) such Manager Nominee being qualified to serve as a member of the PPBI Board and the Pacific Premier Board under all applicable corporate governance policies or guidelines of PPBI and Pacific Premier, and applicable legal, regulatory and stock market requirements, (b) the reasonable approval of the Corporate Governance and Nominating Committee of the PPBI Board (such approval not an even multiple to be unreasonably withheld or delayed) and (c) the receipt of 5any necessary regulatory approvals. (ii) From and after the Merger, and for so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept Investors’ beneficial ownership (as determined in accordance with Rule 13d-3 under the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long Exchange Act of 1934, as the Ownership Percentage amended) of the Block Sale Transferee issued and outstanding shares of the common stock of PPBI (“Investors’ Beneficial Ownership”) is at least equal to 159.90% of the Total Equity Securities)or more, provided that PPBI will take all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors orlawful action to, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating Manager, (i) elect the Manager Nominee to the Pacific Premier Board and (ii) nominate and recommend to its nominees shareholders the Manager Nominee for election to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the PPBI Board of Directors to the Companyat PPBI’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created at any time shareholders. If so requested by the deathManager, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company PPBI shall use its reasonable best efforts to cause the candidate(sManager Nominee to be elected as a director of PPBI, and PPBI shall solicit proxies for such person to the same extent as it does for any of its other nominees to the PPBI Board. The Manager shall notify PPBI of any proposed Manager Nominee to the PPBI Board, in writing, no later than the latest date on which shareholders of PPBI may make nominations to the PPBI Board in accordance with the bylaws of PPBI, together with all information concerning such nominee reasonably requested by PPBI, so that PPBI can comply with applicable disclosure rules (the “Nominee Disclosure Information”); provided that in the event the Manager fails to provide any such notice, the Manager Nominee shall be the person then serving as the Manager Nominee as long as the Manager provides the Nominee Disclosure Information to PPBI promptly upon request by PPBI. (iii) nominated If the Manager Nominee ceases to serve as a director of the PPBI Board and/or the Pacific Premier Board for any reason (other than due to the fact that the Investors’ Beneficial Ownership falls below the threshold set forth in this letter agreement), PPBI shall, if so requested by the Block Sale Transferee Manager, use its reasonable best efforts to take all action required to fill the vacancy or vacancies created thereby with an individual designated by the Manager (a “Manager Successor Designee”) to serve in place of such Manager Nominee for the remainder of the term that the Manager Nominee who is being replaced would have served if he or she had not been replaced, subject Section 5.2 hereof to such Manager Successor Designee being reasonably acceptable to PPBI and Section 5.02(fqualified to serve as a member of the PPBI Board and the Pacific Premier Board under all applicable corporate governance policies or guidelines of PPBI and Pacific Premier and applicable legal, regulatory and stock market requirements. During any period when a Manager Nominee is not serving on the PPBI Board or Pacific Premier Board but the Manager is entitled to have board representation hereunder, the Manager shall be entitled to receive all materials distributed for or at all meetings (telephonic or otherwise) of the Governance AgreementPPBI Board and the Pacific Premier Board and their respective committees, except for any documents subject to an attorney-client or attorney-client work product privilege. (iv) Subject to subsection 1(v) below, if a Manager Nominee is nominated by PPBI but not elected to the PPBI Board, PPBI shall, if so requested by the Manager, immediately increase the size of the PPBI Board and appoint an individual designated by the Manager and reasonably acceptable to PPBI (such individual to be different from the individual who was not elected by the shareholders of PPBI) to be appointed the PPBI Board. (v) Anything to the contrary provided in this Section 1 notwithstanding, no increase in the size of the PPBI Board shall be required by this Section 1 if it would cause the size of Directors the PPBI Board to exceed the maximum size permitted under PPBI’s Amended and Restated Certificate of Incorporations (“Certificate of Incorporation”) or Amended and Restated Bylaws (“Bylaws”); provided that PPBI shall use its reasonable best efforts to amend such Certificate of Incorporation or Bylaws to increase the number of directorships necessary to appoint the individual designated by the Manager, including, without limitation, submitting a shareholder proposal to amend the Certificate of Incorporation or Bylaws to increase the number of seats submitted to a vote of shareholders at PPBI’s next annual meeting of shareholders. (vi) At such time as the Investors’ Beneficial Ownership is less than 9.90% the Manager will have no further rights under this letter agreement, and at the next regularly scheduled meeting written request of the PPBI Board, the Manager shall use its reasonable best efforts to cause the Manager Nominee to resign from the PPBI Board as promptly as possible thereafter, and at the written request of Directors immediately following the Effective Date.]8 8 Note Pacific Premier Board, the Manager shall use its reasonable best efforts to form: cause the Manager Nominee to be included if Block Sale Transferee accepts resign from the board nomination rightsPacific Premier Board as promptly as possible thereafter.

Board Representation. 5.1 The Block Sale Transferee In the event that at the Closing Parent issues shares of Parent Common Stock representing at least 10% of the then outstanding shares of Parent Common Stock, then Parent shall have take all necessary and appropriate actions to cause an individual designated by the right Company Stockholders prior to nominate up to such number of directors the Closing, which individual shall be affiliated with a Company Stockholder and reasonably acceptable to the Board of Directors as is equal to 20% of Parent (the total number of directors on the “Company Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language Designee”), to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at of Parent immediately following the next regularly scheduled meeting of Closing and shall take all necessary and appropriate actions to cause the Company Board Designee to be nominated to the Board of Directors immediately following of Parent at the Effective Date.]8 8 Note next annual meeting of Parent’s stockholders convened to form: elect directors of the class in which the Company Board Designee then serves; provided, however, that Parent’s obligation to take such actions shall automatically expire at such time as the Company Stockholder affiliated with the Company Board Designee ceases to beneficially own at least eighty percent (80%) of the Parent Common Stock received by such Company Stockholder in the Merger and the transactions contemplated by this Merger Agreement. The Company Stockholders have agreed that Liberty Media shall designate an individual to serve as the Company Board Designee. In the event that the Company Board Designee becomes unwilling or unable to serve on the Board of Directors of Parent, Parent shall take all necessary and appropriate actions to cause a replacement designated by the Company Stockholder affiliated with such Company Board Designee and reasonably acceptable to the Board of Directors of Parent to be included if Block Sale Transferee accepts promptly nominated and appointed to the board nomination rightsBoard of Directors of Parent. In the event that, following appointment of the Company Board Designee to the Board of Directors of Parent, the Company Stockholder affiliated with the Company Board Designee (or any replacement thereof) ceases to beneficially own at least eighty percent (80%) of the Parent Common Stock received by such Company Stockholder in the Merger, the Company Board Designee (or any replacement thereof) shall immediately offer to resign from the Board of Directors of Parent.

Board Representation. 5.1 The Block Sale Transferee shall have If the right Purchasers are no longer able to nominate up to such number of directors to the Board of Directors as is equal to 20% appoint and elect a member of the total number of directors on the Company's Board of Directors (rounded up the "Board") pursuant to the next whole number if terms of the total number Certificate of directors on Designation, but the Board Purchasers (and entities which are affiliated with the general partner of Directors is not an even multiple of 5any Purchaser) so long as in the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns aggregate own at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 157.5% of the Total Equity Securities), provided that all Liberty Directors have resigned from Common Stock outstanding on any date the Board of Directors. The Block Sale Transferee shall have fixes the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, record date for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the Company's stockholders at which directors will be elected (for purposes of this calculation all shares of Preferred Stock shall be deemed to be converted to shares of Common Stock pursuant to the terms of the Company and shall use all reasonable efforts to cause the election Certificate of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the BoardDesignation), then the Block Sale Transferee shall, subject to Section 5.2, Purchasers shall have the right to designate a replacement nominee (who is reasonably acceptable to the Board) to stand for election as a director at the next meeting of the Company's stockholders at which directors will be elected. The Purchasers shall submit to the Board all information related to such reasonably acceptable nominee as would be required by Regulation 14A promulgated by the SEC under the Exchange Act to be included in a proxy statement related to a meeting of the Company's stockholders at which directors would be elected. If the Purchaser's nominee is elected but such nominee does not serve such nominee's complete term on the Board by reason of the resignation, death, removal or additional Director inability to serve, then Purchasers shall be entitled to designate a successor (who is reasonably acceptable to the Board) to fill such vacancyvacancy until the next meeting for the election of directors. If the Purchasers' nominee is not elected to the Board, the Purchasers will, in addition to those rights set forth in Section 4.8(b) below, be entitled to appoint an additional Non-Voting Observer (as defined in Section 4.8(b)). The Company's obligations, and the Company Purchasers' rights, under this Section 4.8(a) shall use all reasonable efforts to cause such vacancy to be filled cease upon Purchasers (and entities which are affiliated with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts general partner of any Purchaser) in the aggregate ceasing to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) own at least 7.5% of the Governance Agreement) to be appointed to Common Stock outstanding on any date the Board of Directors at fixes the next regularly scheduled record date for a meeting of the Board Company's stockholders at which directors will be elected (for purposes of Directors immediately following the Effective Date.]8 8 Note to form: this calculation all shares of Preferred Stock shall be deemed to be included if Block Sale Transferee accepts converted to shares of Common Stock pursuant to the board nomination rightsterms of the Certificate of Designation). For purposes of this paragraph 4.8(a), the phrase "Common Stock outstanding" shall mean the Common Stock shown as outstanding on the Company's Quarterly Report on Form 10-Q for the most recent quarter and shall not be determined on a dilutive basis.

Board Representation. 5.1 Section 1.1 The Block Sale Transferee Company hereby agrees that effective as of the date hereof, the Company shall have take all action necessary, pursuant to Article III Sections 2 and 3 of the right Bylaws of the Company, to nominate up to such number of directors add the ValueAct Designee to the Board by increasing the size of Directors as is equal the Board by one director and appointing the ValueAct Designee to 20fill such vacancy. Section 1.2 Subject to this Agreement remaining in full force and effect and the ValueAct Group, together with the ValueAct Affiliates, continuing to beneficially own at least 7.5% of the total number then outstanding Common Stock, the Company hereby agrees to (i) include the ValueAct Designee in its slate of nominees for election as directors of the Company at the Company’s 2015 Annual Meeting of Shareholders (the “Covered Meeting”) and (ii) consider the ValueAct Designee for appointment to any standing committee of the board of directors on (other than the Board Audit Committee). For the avoidance of Directors (rounded up to doubt, the next whole number if Company’s only current standing committees are the total number of directors on Nominating & Governance Committee, the Board of Directors is not an even multiple of 5) so long as Management Development & Compensation Committee and the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rightsAudit Committee. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed Service by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating ValueAct Designee on any special committee of the Board will be determined by the Board on an ad hoc basis. Section 1.3 As a condition to the appointment of Directors the ValueAct Designee to the Board and his subsequent nomination for election as a director of the Company at the Covered Meetings, the ValueAct Designee (which committee i) agrees to provide to the Company such information as is required to be or is customarily disclosed for directors, candidates for directors and their affiliates and representatives, in proxy statements or other filings under applicable law or stock exchange rules or listing standards or is otherwise necessary for inclusion of the ValueAct Designee in the Board’s slate of nominees, or other information that is reasonable requested by the Company from time to time, (ii) consents to serve as a director of the Company if elected and (iii) agrees to be bound by all policies, codes and guidelines applicable to all directors of the Company, including the Company’s Corporate Governance Principles, and to preserve the confidentiality of the Company’s business and information, including discussions or matters considered in meetings of the Board or Board committees, except to the extent otherwise permitted by the Confidentiality Agreement (as defined below). The ValueAct Group shall cooperate with the ValueAct Designee in complying with the obligations in subclause (i) above. Section 1.4 The ValueAct Designee agrees that, at all times while serving as a member of the Board, he will (i) meet all director independence and other standards of the Company, the New York Stock Exchange and the Securities and Exchange Commission (“SEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, including Rule 10A-3; and (ii) be qualified to serve as a director under the Pennsylvania Business Corporation Act (the “PBCA”); (clauses (i), and (ii), the “Conditions”). The ValueAct Designee will promptly advise the Governance Committee if he ceases to satisfy any of the Conditions. Section 1.5 In the event that the ValueAct Designee no longer serves as a director of the Company, the ValueAct Group shall be comprised solely entitled to name a substitute nominee, who, provided such director (i) meets the Conditions set forth in Section 1.4 and (ii) is acceptable to the Governance Committee following review of the substitute nominee’s qualifications for director, shall be nominated, in the case of the annual meeting, or appointed, in the case of a mid-term vacancy, by the Board; provided, that such nominee shall become a party to this Agreement and agree to be bound by the terms and provisions hereof as the “independent directors” ValueAct Designee.” Section 1.6 Notwithstanding the foregoing, if at any time during the Covered Period (as defined by applicable stock exchange listing rules in Section 5.1 below), the ValueAct Group ceases collectively to beneficially own (which term, for this purpose, will exclude any directors nominated as defined in Rule 13d-3 promulgated by the Block Sale TransfereeSEC under the Exchange Act), in the aggregate, at least 7.5% of the issued and outstanding Common Stock as of such date, (1) (or by an equivalent the ValueAct Designee shall promptly offer to resign from the Board, and any committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules on which he then sits (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if requested by the Company, promptly deliver his written resignation to the Board (which shall provide for his immediate resignation) it being understood that it shall be in the Board’s sole discretion whether to accept or reject such approval is not granted to one or more of resignation) and (2) the Block Sale Transferee’s proposed nominees, the Block Sale Transferee Company shall have no further obligations under this Article I. The ValueAct Group agrees to cause the right ValueAct Designee to propose additional nominees until approval has been granted resign from the Board if the ValueAct Designee fails to resign if and when requested pursuant to this Section 1.6. Section 1.7 The percentage thresholds set forth in Sections 1.2 and 1.6 shall be deemed satisfied notwithstanding a failure to maintain the ownership thresholds specified therein if, and to the extent that, such failure results solely from share issuances or similar Company actions that number of nominees equal to increase the number of directors outstanding shares of Common Stock without the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval taking of any action by any member of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such personsValueAct Group. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee shall have (a) On the right Closing Date, subject to nominate up to such number receipt of directors (i) any required approval or non-objection of the FDIC, the PDB, the FRB or other Governmental Entity and (ii) written confirmation from the FDIC that Seller’s appointment of an individual to the Board of Directors of Buyer or any of its Subsidiaries would not preclude or restrict Customers Bank or Acacia FSB from bidding on any failed depository institution, Buyer will appoint one individual (the “Seller Nominee”) designated by Sellers (who may be affiliated with Sellers) and approved by Buyer, which approval will not be unreasonably withheld, conditioned or delayed, to serve as is equal to 20% (x) a member of the total number of directors on the Board of Directors of Buyer, Customers Bank and Acacia FSB and (rounded up y) at the option of such Seller Nominee, a member of each of the respective committees of the Boards of Directors of Buyer, Customers Bank and Acacia FSB for which the Seller Nominee qualifies (each such committee, a “Board Committee”) (provided, that in the case of any such Board Committee, the Seller Nominee would not constitute more than 25% of the members of such Board Committee). The Seller Nominee may only be subject to removal from the next whole number Board Committees and replaced on such Board Committees by another nominee if the total number Sellers elect, in their sole discretion, to remove and replace the Seller Nominee from the Board Committees for and of which the Seller Nominee qualifies and has elected to be a member, subject to approval of any replacement by Buyer, which approval will not be unreasonably withheld, conditioned or delayed. (b) The Seller Nominee shall be entitled to (a) directors on and officers insurance coverage, (b) indemnification from Buyer, (c) fees and (d) any other rights and benefits, in each case in amounts and scope of coverage comparable to those provided to other outside directors. (c) For so long as Sellers maintain an Ownership Interest of at least 9.9%, the Board of Directors of Buyer, Customers Bank and Acacia FSB will nominate an individual designated by Sellers and approved by Buyer, which approval will not be unreasonably withheld, conditioned or delayed, for election to the Board of Directors of Buyer, Customers Bank and Acacia FSB, and Buyer will do, and will cause Customers Bank and Acacia FSB to do, all other lawful things in their power to cause that person to be elected to its respective Board of Directors. Upon such election, the Seller Nominee shall be appointed to serve as a member of the respective Board Committees for and of which the Seller Nominee qualifies and has elected to be a member, and Buyer will do, and will cause Customers Bank and Acacia FSB to do, all other lawful things in their power to cause that person to be elected to each of the Board Committees to which the Seller Nominee has been appointed, including without limitation, increasing the number of members on each of the Board Committees to four or more members. If a Seller Nominee ceases to serve as a director for any reason, Buyer shall cause the vacancy created thereby to be filled by an individual designated by Sellers as soon as reasonably practicable, subject to Buyer’s reasonable approval of the qualifications of such designated individual and to any required regulatory approval or non-objection. If an individual designated by Sellers and nominated by Buyer is not elected to the Board of Directors of Buyer, Buyer shall immediately increase the size of its Board of Directors and appoint to its Board of Directors an even multiple individual designated by Sellers, subject to Buyer’s reasonable approval of 5) so long as the Block Sale Transferee 6 Note qualifications of such designated individual and to form: bracketed language any required regulatory approval or non-objection (such individual to be removed if Block Sale Transferee does different from the individual who was not accept elected by the board nomination rights. 7 Note stockholders of Buyer). (d) In the event Sellers fail to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns maintain an Ownership Interest of at least 16,825,982 Equity Securities (so long as 9.9%, Sellers agree to cause the Ownership Percentage of the Block Sale Transferee is at least equal Seller Nominee to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned resign from the Board of DirectorsDirectors of Buyer, Customers Bank and Acacia FSB if requested by Buyer, Customers Bank and Acacia FSB, as applicable; provided that the Seller Nominee shall be entitled to serve until the date of the next annual meeting of the stockholders of Buyer, Customers Bank and Acacia FSB following such request. (e) In lieu of designating a nominee to election to the Board of Directors of Buyer, Customers Bank or Acacia FSB or if, at the Closing Date, Buyer has not received any required approval or non-objection of the FDIC, the PDB, the FRB or other Governmental Entity with respect to the appointment of the Seller Nominee to the Board of Directors of Buyer or the written confirmation referred to in clause (ii) of paragraph (a) of this Section, Sellers shall be entitled to designate an advisory member to the Boards of Directors of Buyer, Customers Bank and Acacia FSB and each of the respective Board Committees of Buyer, Customers Bank and Acacia FSB for which the Seller Nominee qualifies (the “Advisory Member”) to be appointed by resolution of a majority of the Board of Directors of Buyer, Customers Bank and Acacia FSB. The Block Sale Transferee Advisory Member shall be without voting power or power of final decision in matters concerning the business of Buyer, Customers Bank and Acacia FSB. The Advisory Member shall not be counted to determine the number of directors of Buyer, Customers Bank or Acacia FSB or the presence of a quorum for any action by the Board of Directors, and shall not be required to own qualifying shares. The Advisory Member shall be permitted to attend all meetings of the Board of Directors and Board Committees of Buyer, Customers Bank and Acacia FSB, and Buyer, Customers Bank and Acacia FSB shall provide the Advisory Member, at the same time and in the same manner as provided to the directors, notice of such meetings and copies of all minutes, consents and other materials, financial and otherwise, which Buyer, Customers Bank or Acacia FSB provides its directors. An Advisory Member shall serve until such date that the Seller Nominee selected by the Sellers is appointed to the Board of Directors of Buyer, Customers Bank and Acacia FSB, until Sellers elect to have such Advisory Member become a full member of the right Board of Directors of Buyer, Customers Bank or Acacia FSB, or until such time as the Seller Nominee was required to nominate one resign from the Board of Directors pursuant to Section 5.9(d). (f) Sellers agree that the election of an additional director to the Board of Directors so long as of Buyer pursuant to the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% terms of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee of the Board of Directors (which committee shall be comprised solely of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 In the event that a vacancy is created Customers Preferred Stock at any time by the death, disability, retirement, resignation or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) when Sellers hold a majority of the total number outstanding shares of directors on the Board), the Block Sale Transferee shall, Customers Preferred Stock shall be subject to Section 5.2, have the right to designate a replacement or additional Director to fill written confirmation from the FDIC that such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) election of the Governance Agreement) to be appointed an individual to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rightsBuyer would not preclude or restrict Customers Bank or Acacia FSB from bidding on any failed depository institution.

Board Representation. 5.1 The Block Sale Transferee shall have (a) Until the right earlier to nominate up occur of the tenth anniversary of the purchase of shares of Senior Preferred Stock pursuant to such number the Preferred Stock Purchase Agreement and the date on which the Apollo/Blackstone Shareholders own, collectively, less than 20% of directors to the Apollo/Blackstone Shares (the “Shareholder Designee Period”), the Board of Directors as is equal to 20% shall consist of no more than thirteen (13) directors during the total number of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) Shareholder Designee Period. For so long as the Block Sale Transferee 6 Note Apollo/Blackstone Shareholders are entitled to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as two Shareholder Designees under this Agreement, the Ownership Percentage of the Block Sale Transferee is at least equal Apollo/Blackstone Shareholders shall be entitled to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating Shareholder Designee serve on each committee of the Board of Directors other than any committee formed for the purpose of considering matters relating to the Shareholders and as set forth below with respect to the Nominating Committee and other than such committees on which membership of a Shareholder Designee is prohibited by applicable law or by the rules of the New York Stock Exchange. (which committee shall b) Immediately following the purchase of shares of Senior Preferred Stock pursuant to the Preferred Stock Purchase Agreement, the Company will cause Dxxxx Xxxxxxx to be comprised solely elected or appointed to the Board of “independent directors” Directors. At all times during the Shareholder Designee Period, the Company agrees, subject to Section 3.1(d), to support the nomination of, and the Company’s Nominating Committee (as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)herein) (or by an equivalent committee of shall recommend to the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement of the Company and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee that has received such approval to be included inclusion in the slate of nominees recommended by the Board of Directors to the Company’s stockholders shareholders for election as directors at each annual meeting of shareholders of the stockholders Company: (i) no more than two persons who are executive officers of the Company and shall use all reasonable efforts to cause (“Management Directors”), (ii) (A) five Shareholder Designees, so long as the election of each director nominee Apollo/Blackstone Shareholders beneficially own 80% or more of the Block Sale Transferee that has received such approvalApollo/Blackstone Shares, including soliciting proxies in favor (B) four Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 60% or more but less than 80% of the election Apollo/Blackstone Shares, (C) three Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 40% or more but less than 60% of such persons. 5.4 In the event Apollo/Blackstone Shares, (D) two Shareholder Designees, so long as the Apollo/Blackstone Shareholders beneficially own 20% or more but less than 40% of the Apollo/Blackstone Shares, and (E) one Shareholder Designee, so long as the Apollo/Blackstone Shareholders beneficially own 10% or more but less than 20% of the Apollo/Blackstone Shares (each a “Beneficial Ownership Threshold”); provided, however, that a vacancy is created if at any time as a result of the Company’s issuance of Voting Securities the Shareholders beneficially own 9% or less of the Actual Voting Power (the “Actual Voting Power Threshold”), the Apollo/Blackstone Shareholders shall be entitled to no more than three Shareholder Designees (even if the Apollo/Blackstone Shareholders would otherwise be entitled to a greater number of Shareholder Designees pursuant to clauses (A) through (E) above), and (iii) such other persons, each of whom is (A) recommended by the Nominating Committee and (B) not an employee or officer of or outside counsel to the Company or a partner, employee, director, officer, affiliate or associate (as defined in Rule 12b-2 under the Exchange Act) of any Shareholder or any affiliate of a Shareholder or as to which the Shareholders or their affiliates own at least ten percent of the voting equity securities (“Unaffiliated Directors”). If any vacancy (whether by death, disability, retirement, resignation disqualification, removal from office or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant to Section 5.1other cause, or by any increase in the number of directors constituting directors) occurs prior to a meeting of the entire Company’s stockholders, the Board (such that the Block Sale Transfereei) may appoint a member of management to fill a vacancy caused by a Management Director ceasing to serve as a director, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded upii) of the total number of directors on the Board), the Block Sale Transferee shallshall appoint, subject to Section 5.23.1(d), a person designated by the Apollo/Blackstone Shareholders to fill a vacancy created by a Shareholder Designee ceasing to serve as a director (except as a result of the reduction of the number of Shareholder Designees entitled to be included on the Board of Directors by reason of a decrease in the Apollo/Blackstone Shareholders’ beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or by reasons of a decrease in the Shareholders’ beneficial ownership of Voting Securities below the Actual Voting Power Threshold), and (iii) may appoint a person who qualifies as an Unaffiliated Director and is recommended by the Nominating Committee pursuant to the procedures set forth in the following paragraph to fill a vacancy created by an Unaffiliated Director ceasing to serve as a director (provided, however, that in the case of a vacancy relating to an Unaffiliated Director, if a majority of the Nominating Committee is unable to recommend a replacement, then the Board seat with respect to this vacancy shall remain vacant), and each such person shall be a Management Designee, Shareholder Designee or Unaffiliated Director, as the case may be, for purposes of this Agreement. At all times during the Shareholder Designee Period, Unaffiliated Directors shall be designated exclusively by a majority of a nominating committee (the “Nominating Committee”), which shall at all times during the Shareholder Designee Period consist of not more than four persons, two of whom shall be Shareholder Designees (or such lesser number of Shareholder Designees as then serves on the Board of Directors) and two of whom shall be either Management Directors or Unaffiliated Directors. If the Nominating Committee is unable to recommend one or more persons to serve as Unaffiliated Directors (except with respect to any vacancy created by an Unaffiliated Director ceasing to serve as such), then the Board of Directors shall nominate and recommend for election by stockholders an Unaffiliated Director then serving on the Board of Directors. Notwithstanding the foregoing, if the Apollo/Blackstone Shareholders beneficially own less than 50% of the Apollo/Blackstone Shares, the Nominating Committee shall be comprised of individuals only one of whom is a Shareholder Designee. The foregoing provisions shall be effected pursuant to an amendment to the Company’s Bylaws in a form reasonably acceptable to the parties to this Agreement, which shall not be further amended by the Board of Directors during the Shareholder Designee Period. Notwithstanding the foregoing, the Company shall have no obligation to support the right nomination, recommendation or election of any Shareholder Designee pursuant to this Section 3.1(b) or any other obligation under this Section 3.1 if the Apollo/Blackstone Shareholders are in breach of any material provision of this Agreement. (c) Upon any decrease in Apollo/Blackstone Shareholders’ beneficial ownership of Apollo/Blackstone Shares below any Beneficial Ownership Threshold or any decrease in the Shareholders beneficial ownership of Voting Securities below the Actual Voting Power Threshold, the Apollo/Blackstone Shareholders shall cause a number of Shareholder Designees to offer to immediately resign from the Company’s Board of Directors such that the number of Shareholder Designees serving on the Board of Directors immediately thereafter will be equal to the number of Shareholder Designees which the Apollo/Blackstone Shareholders would then be entitled to designate under Section 3.1(b). Upon termination of the Shareholder Designee Period, the Apollo/Blackstone Shareholders shall promptly cause all of the Shareholder Designees to offer to resign immediately from the Board of Directors and any committees thereof and the Company’s obligations under this Section 3.1 shall terminate. (d) Notwithstanding the provisions of this Section 3.1, the Apollo/Blackstone Shareholders shall not be entitled to designate any person to the Company’s Board of Directors (or any committee thereof) in the event that the Company receives a written opinion of its outside counsel that a Shareholder Designee would not be qualified under any applicable law, rule or regulation to serve as a director of the Company or if the Company objects to a Shareholder Designee because such Shareholder Designee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D or such person is currently the target of an investigation by any governmental authority or agency relating to felonious criminal activity or is subject to any order, decree, or judgment of any court or agency prohibiting service as a director of any public company or providing investment or financial advisory services and, in any such event, the Apollo/Blackstone Shareholders shall withdraw the designation of such proposed Shareholder Designee and designate a replacement or additional Director therefor (which replacement Shareholder Designee shall also be subject to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 requirements of this Section). The Company shall use its reasonable best efforts to cause notify the candidate(s) nominated Apollo/Blackstone Shareholders of any objection to a Shareholder Designee sufficiently in advance of the date on which proxy materials are mailed by the Block Sale Transferee Company in connection with such election of directors to enable the Apollo/Blackstone Shareholders to propose a replacement Shareholder Designee in accordance with the terms of this Agreement. (subject Section 5.2 hereof and Section 5.02(fe) of the Governance Agreement) to be appointed to Each Shareholder Designee serving on the Board of Directors at the next regularly scheduled meeting shall be entitled to all compensation and stock incentives granted to directors who are not employees of the Board of Directors immediately following Company on the Effective Date.]8 8 Note same terms provided to, and subject to form: to be included if Block Sale Transferee accepts the board nomination rightssame limitations applicable to, such directors.

Board Representation. 5.1 The Block Sale Transferee shall have (a) On the right to nominate up to such number date of directors to this Agreement, the Board of Directors as is equal to 20% of the total number of directors on Company (the Board of Directors "Board") will (rounded up to i) adopt a resolution increasing the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors so long as the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as the Block Sale Transferee’s Ownership Percentage is at least equal to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. 5.2 Each director nominee proposed by the Block Sale Transferee must qualify as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by the nominating committee size of the Board of Directors by one seat and (which committee shall be comprised solely of ii) appoint Xxxxx Xxxxxxx (“independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)) (or by an equivalent committee of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)Xx. Xxxxxxx”), and, if (the "Appointed Director") to fill such approval is not granted to one or more of resulting vacancy on the Block Sale Transferee’s proposed nominees, Board. (b) The Company will include the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number Appointed Director in its slate of nominees equal to the number of directors the Block Sale Transferee is entitled to nominate pursuant to Section 5.1. 5.3 Subject to the approval of the Block Sale Transferee’s nominees for election as described in Section 5.2 and provided that the Block Sale Transferee has provided (or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement a director of the Company at the Company’s 2014 annual meeting of stockholders (the “2014 Annual Meeting”) and in any other solicitation materials to be delivered to stockholders of the Company in connection with a stockholders meeting, the Company shall cause each director nominee of the Block Sale Transferee recommend that has received such approval to be included in the slate of nominees recommended by the Board of Directors to the Company’s stockholders for election as directors at each annual meeting of the stockholders of the Company and shall use all reasonable efforts to cause the election of each director nominee of the Block Sale Transferee that has received such approval, including soliciting proxies vote in favor of the election the Appointed Director (along with all other Company nominees). The Company shall solicit proxies in favor of such personselection and otherwise support the Appointed Director for election in a manner no less favorable than the manner in which the Company supports other nominees in the aggregate for election as director. 5.4 In (c) Prior to the event date hereof, the Appointed Director has provided to the Company (i) information requested by the Company, including any information required to be disclosed in proxy statements under applicable law, (ii) an executed consent from such Appointed Director to be named as a nominee in the Company’s proxy statement for the 2014 Annual Meeting and to serve as a director if so elected, and (iii) a completed D&O Questionnaire. It is a condition to the Appointed Director’s nomination as a director of the Company at the 2014 Annual Meeting that the Appointed Director updates such information upon the Company’s request. (d) The Company will also include the Appointed Director in its slate of nominees for election as a vacancy is created director of the Company at the Company’s 2015 annual meeting of stockholders (the “2015 Annual Meeting”) and recommend that the Company’s stockholders vote in favor of the election the Appointed Director (along with all other Company nominees). The Company shall solicit proxies in favor of such election and otherwise support the Appointed Director for election in a manner no less favorable than the manner in which the Company supports other nominees in the aggregate for election as director. (e) The nomination of the Appointed Director for election as a director of the Company at the 2015 Annual Meeting shall be subject to the satisfaction of each of the following conditions: (i) that the Appointed Director provides to the Company on a timely basis (x) such information as the Company requests from other members of the Board, including any information required to be disclosed in proxy statements under applicable law, (y) an executed consent from such Appointed Director to be named as a nominee in the Company’s proxy statement for the 2015 Annual Meeting and to serve as a director if so elected, and (z) a completed D&O Questionnaire; (ii) that the Appointed Director then meets the independence standards of the New York Stock Exchange (or any other exchange on which the Company may then be listed); and (iii) that the Appointed Director shall have complied with the corporate governance and other Company policies applicable to directors of the Company. (f) The Company agrees that if at any time by during the Standstill Period, the Appointed Director is unable to serve as a director, including, without limitation, due to death, disability, retirement, resignation disability or removal (with or without Cause) of any Director nominated by the Block Sale Transferee pursuant unwillingness to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board)serve, the Block Sale Transferee shall, subject Company agrees to Section 5.2, have consult with the right Orange Capital Group with respect to designate the selection of a replacement or additional Director to fill such vacancy, and for the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designatedAppointed Director. 5.5 The Company shall use its best efforts to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be appointed to the Board of Directors at the next regularly scheduled meeting of the Board of Directors immediately following the Effective Date.]8 8 Note to form: to be included if Block Sale Transferee accepts the board nomination rights.

Board Representation. 5.1 The Block Sale Transferee (a) On the Closing Date, a designee of Purchaser (the "Purchaser Designee") who is reasonably acceptable to the Company shall have the right to nominate up to such number of directors be appointed to the Board of Directors as is equal to 20% of the total number Company and the Audit Committee of directors on the Board of Directors (rounded up to the next whole number if the total number of directors on the Board of Directors is not an even multiple of 5) so long as the Block Sale Transferee 6 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. 7 Note to form: bracketed language to be removed if Block Sale Transferee does not accept the board nomination rights. Beneficially Owns at least 16,825,982 Equity Securities (so long as the Ownership Percentage of the Block Sale Transferee is at least equal to 15% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Board of Directors. The Block Sale Transferee shall have the right to nominate one director to the Board of Directors Thereafter, for so long as Purchaser owns the Block Sale Transferee Beneficially Owns at least 11,217,321 Equity Securities (so long as Minimum Interest, Purchaser shall be entitled to designate one Purchaser Designee reasonably acceptable to the Block Sale Transferee’s Ownership Percentage is at least equal Company on the management slate of nominees to 5% of the Total Equity Securities), provided that all Liberty Directors have resigned from the Company's Board of Directors. At least 90 days prior to each annual meeting of stockholders at which a Purchaser Designee will stand for election, Purchaser shall provide written notice to the Company indicating the Purchaser Designee to be nominated by Purchaser at such annual meeting. 5.2 Each director nominee proposed by (b) Subject to applicable law, the Block Sale Transferee must qualify Company shall use its best effort at all times to take such action as an “independent director” as defined by applicable stock exchange listing rules. The director nominees proposed by the Block Sale Transferee must be approved by is necessary to ensure that the nominating committee of the Board of Directors (or the full Board if there is no nominating committee) of the Company shall nominate and recommend to the stockholders of the Company that the stockholders elect the Purchaser Designee to the Board of Directors. All Purchaser Designees elected to the Board of Directors shall receive, during the period in which committee shall be comprised solely they serve, any and all benefits (including, without limitation, any director compensation and grants of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude options under the any directors nominated by non-employee director plan of the Block Sale Transferee)Company) (or by an equivalent committee generally provided to all of the other members of the Board of Directors or, if no such committee exists, by a committee of “independent directors” as defined by applicable stock exchange listing rules (which term, for this purpose, will exclude any directors nominated by the Block Sale Transferee)), and, if such approval is not granted to one or more of the Block Sale Transferee’s proposed nominees, the Block Sale Transferee shall have the right to propose additional nominees until approval has been granted to that number of nominees equal to the number of directors the Block Sale Transferee Company. (c) If at any time Purchaser is entitled to nominate designate a nominee to the Board of Directors pursuant to this Section 5.1. 5.3 Subject 4.06 and Purchaser does not have a representative on the Board, so long as Purchaser owns the Minimum Interest, the Company shall permit one representative of Purchaser (which representative shall be reasonably acceptable to the approval Company) to attend, but not vote, as an observer at each meeting of the Block Sale Transferee’s nominees as described in Section 5.2 and provided that the Block Sale Transferee has provided (Board of Directors or caused to be provided) the Company with all information reasonably requested by the Company relating to its nominees to the extent required under applicable law to be included in any proxy statement committee of the Board empowered to act with full authority of the entire Board, including telephonic meetings. The Company and in shall cause notice of any other solicitation materials meeting of the Board of Directors or any such committee of the Board to be delivered to stockholders any such representative at the same time and in the same manner as notice is given to the members of the Company in connection with a stockholders meeting, Board of Directors. Such representative will be entitled to receive all written materials given to the Company shall cause each director nominee members of the Block Sale Transferee that has received such approval to be included in the slate of nominees recommended by the Board of Directors in connection with such meetings at the time such materials and information are given to the Company’s stockholders Board of Directors. The Company shall reimburse such representative for election as directors at each annual meeting his or her reasonable out-of-pocket expenses incurred in connection with attending meetings of the stockholders Board of Directors or any such committee of the Company and Board. (d) Each Purchaser Designee shall use all reasonable efforts be entitled to cause the election of each director nominee serve on any standing committee of the Block Sale Transferee that has received such approval, including soliciting proxies in favor of the election of such persons. 5.4 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 Block Sale Transferee pursuant to Section 5.1, or by any increase in the number of directors constituting the entire Board (such that the Block Sale Transferee, pursuant to Section 5.1, is entitled to additional representation on such Board to maintain its right to nominate directors constituting 20% (rounded up) of the total number of directors on the Board), the Block Sale Transferee shall, subject to Section 5.2, have the right to designate a replacement or additional Director to fill such vacancy, and the Company shall use all reasonable efforts to cause such vacancy to be filled with the replacement or additional Director so designated. 5.5 . The Company shall use its best efforts at all times as is necessary to cause the candidate(s) nominated by the Block Sale Transferee (subject Section 5.2 hereof and Section 5.02(f) of the Governance Agreement) to be ensure that each Purchaser Designee is appointed to the Board of Directors at the next regularly scheduled meeting all such committees of the Board of Directors immediately following Directors. (e) For so long as any Purchaser Designee remains on the Effective Date.]8 8 Note Board of Directors, the Company shall use best efforts to form: maintain directors' and officers' liability insurance with financially sound and reputable insurers at a level of coverage of at least $10,000,000. (f) Neither the Purchaser nor any Purchaser Designee nor any representative of the Purchaser nor any of the Affiliates of the foregoing, including IHM, will disclose to be included if Block Sale Transferee accepts any third party, or use for any purpose unrelated to the board nomination rightsperformance of such person's duties for the Company (including the purchase and sale of the capital stock of the Company), any material non-public information received pursuant to this Agreement or otherwise.