Common use of Board Representation Clause in Contracts

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Company.

Board Representation. Subject (A) Effective upon the IPO Closing and prior to the Companies Law (as revised) of Business Combination Closing, the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors Purchaser shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a)designate, (iii) Verlinvest shall be entitled, by upon written notice in writing to the CompanyCompany and the Sponsor, one individual to designate one (1) individual, as an be a nonvoting observer (the a “Verlinvest Board Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and to receive all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and information provided to receive, concurrently with the members of the Board during the period in which such person is a Board Observer, and in (B) following the same mannerBusiness Combination Closing, the Purchaser shall have the right to request, upon written notice to the Company and the Sponsor, the designation of one Board Observer, and upon the exercise of such right, the Company and the Sponsor shall use commercially reasonable efforts to cause, subject to applicable law, such Board Observer to be appointed to the Board as a copy of nonvoting observer to receive all materials information provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities members of the Board and during the period in which such person is a Board Observer; provided, that, in each such case, the Board Observer shall have no fiduciary or other statutory director duties in regard not be entitled to the activities of vote on any matter submitted to the Board or as any of its committees nor to offer any motions or resolutions to the Board or such committees. The Company may exclude any Board Observer from access to any material or meeting or portion thereof if: (1) in the opinion of the Company, acting reasonably and in good faith having received the advice of counsel, such exclusion is reasonably necessary to (A) comply with applicable laws, rules or regulations and the Company’s contractual obligations or (B) preserve any legal privilege of the Company and its subsidiaries; or (2) such portion of a meeting is an executive session limited solely to independent director members of the Board, independent auditors and/or legal counsel, as the Board may designate, and the Board Observer (assuming the Board Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange, or such other exchange on which the Company’s securities are then traded.

Board Representation. Subject ECT or its designated Affiliate (the "Acting Party") shall have the right (a) to the Companies Law (as revised) designate one member of the Cayman Islands, as amended from time to time and every statutory modification Board of Directors of the Seller or re-enactment thereof for the time being in force (the “Statute”), b) (i) the Series A Investors shall be entitled, by notice in writing to receive (and Seller covenants and agrees to deliver to the Company, Acting Party) prior notice of any proposed board action and to designate one receive (1and Seller covenants and agrees to deliver to the Acting Party) individual, as an observer (reasonable notice of and a right to attend any meeting of the “Series A Observer”)Seller's Board of Directors, (ii) CVP shall be entitled, by notice in writing to receive (and Seller covenants and agrees to deliver to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(aActing Party), promptly after they are produced, all management reports and accounts relating to the Seller that are provided to Seller's Board of Directors or any committee of the Board of Directors and (iii) Verlinvest shall be entitledupon reasonable notice, by notice in writing to have reasonable access to the Companybooks and records of the Seller, including statutory books, minute books and customer lists. In the event the Acting Party elects to designate one (1) individual, a person to serve as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings a member of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of Directors of the Board Seller (the "Designee"), the Seller shall (x) expand as required the number of directors constituting the entire board, (y) fill the vacancy created by such expansion with such Designee and in (z) submit the same mannername of such Designee to the stockholders of the Seller (together with a recommendation of his or her election) at each meeting of stockholders at which directors are elected, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if anyuntil requested otherwise by the Acting Party. The Board obligations of the Seller pursuant to this Section 7.03 shall take such reasonable steps continue in full force and effect for so long as may be required so as the ECT and JEDI-II and/or their respective Affiliates beneficially own 5% or more of the outstanding Common Stock of the Seller (including the Warrant Shares represented by the Warrants, whether exercised or not). Any Designee shall agree to enable resign at the Observers request of the Seller, at any time after the expiration of the rights of the ECT and any Acting Party pursuant to fulfill his/her rolethis Section 7.03. The Observers rights of ECT under this Section 7.03 shall not influence nor direct the activities be assignable other than to an Affiliate of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the CompanyECT.

Board Representation. Subject (a) So long as the Purchasers or one or more of their Affiliates hold at least 20% of the number of shares of Common Stock issued or issuable upon conversion of the Series C Shares, the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings and nominating any individual appointed by the holders of a majority of the number of shares of Common Stock issued or issuable upon conversion of the Series C Shares to the Companies Law (Board of Directors and recommending the election of such individual to the Board of Directors), to cause the Series C Director to be elected to serve as revised) a member of the Cayman IslandsBoard of Directors. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its Board of Directors. The Company shall reimburse the Series C Director for all reasonable costs incurred by him or her in connection with traveling to and from and attending meetings of the Board of Directors and committees of the Board of Directors, in addition to any directors fees regularly paid to any members of the Board of Directors. (b) At such time as the appointment rights in Section 8.6(a) would apply and the Series C Director is not a member of the Board of Directors as provided in this Agreement, the Company shall permit the Requisite Purchasers to appoint one observer attend each meeting of the Board of Directors and any committee thereof. The Company will send to any such observer notice of the time and place of any such meeting in the same manner and at the same time as notice is sent to the directors or committee members, as amended from time the case may be; provided, however, that each such observer shall always receive at least three (3) days’ prior notice of any meeting. The Company shall also provide to such observer copies of all notices, reports, minutes, consents and other documents at the time and every statutory modification or re-enactment thereof for in the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing manner as they are provided to the CompanyBoard of Directors or committees. The Company shall reimburse each such observer for all reasonable costs incurred by the observer. (c) Notwithstanding the foregoing, to designate one (1) individual, as an observer (a majority of the “Series A Observer”), (ii) CVP Board of Directors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint exclude the CVP Director Series C Director, or the observer permitted to be in attendance at each meeting of the Board of Directors pursuant to Section 1.2(a)8.6(b) hereof, (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all from portions of meetings of the Board and all of Directors (or meetings of committees thereof (whether in person, telephonic thereof) or otherwise) in a non-voting capacity and omit to receive, concurrently provide the observer with the members certain information if such majority of the Board of Directors believes in good faith, based on the advice of the Company’s outside counsel, that such exclusion or omission is necessary to avoid a conflict of interest or to prevent a breach of attorney-client privilege; provided, that the Series C Director and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers observer shall not influence nor direct the activities be so excluded or withheld information unless all other persons whose presence at a meeting or receipt of the Board and shall have no fiduciary such materials would result in a conflict of interest or other statutory director duties in regard to the activities a breach of the Board attorney-client privilege are also excluded or as to the Companywithheld information.

Board Representation. Subject to (a) Unless a breach by Investor or any of its Affiliates of Section 2.5 has occurred and is continuing, for so long as Investor (together with the Companies Law (as revisedPermitted Transferees) Beneficially Owns at least 10.0% of the Cayman Islandsoutstanding Company Voting Securities, as amended from time to time and every statutory modification or re-enactment thereof for Investor shall have the time being in force (right, but not the “Statute”), (i) the Series A Investors shall be entitledobligation, by notice in writing to the Company, Company (in accordance with Section 2.1(e)) to designate one person (who is not a U.S. citizen or resident) for nomination for election to the Board (such designee, a “Nominee” and, following his or her appointment to the Board, an “Investor Director”); provided, however, that such person satisfies any applicable requirements imposed by the Company’s memorandum and articles of association (and that are applicable to directors of the Company generally) and all applicable laws, regulations, rules and codes of practice. For the avoidance of doubt, in addition to fiduciary obligations imposed by applicable law, each Investor Director shall be subject to the provisions of the Company’s memorandum and articles of association applicable to directors of the Company generally, including those provisions relating to matters in respect of which a director has a material interest or is otherwise interested, and all laws, regulations, rules and codes of practice as may be applicable from time to time. (b) For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), the Company agrees, subject to its memorandum and articles of association, to take all lawful action to procure, at the next scheduled meeting of the Board occurring not less than 30 days following receipt of the notice referred to in Section 2.1(a) (or, in the case of the first Nominee designated pursuant to Section 2.1(a), to the extent such notice is received not less than 30 days prior to Completion, no later than 5 Business Days following Completion), the co-option of the Nominee to the Board and thereafter to use its reasonable best efforts to procure, at the next annual general meeting of shareholders of the Company, the re-election of the Investor Director to the Board, including by (1) individualnominating such individual to be elected as a director as provided herein, (2) including such nomination and other required information regarding such individual in the Company’s proxy statement for the annual general meeting of shareholders of the Company and (3) soliciting or causing the solicitation of proxies in connection with the election of such individual as an observer a director. (c) In the “Series A Observer”event that the Investor Director is not re-elected to the Board at such annual general meeting, Investor will, for so long as it has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), be entitled to designate (iiin accordance with Section 2.1 (a)) CVP shall be entitled, by notice in writing an alternative person as Nominee and the provisions of Section 2.1(b) will apply to any alternative person so designated. (d) For so long as Investor has the right to designate any person for nomination for election to the CompanyBoard pursuant to Section 2.1(a), to designate one in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (1with or without cause) individualof an Investor Director, as an observer (the “CVP Observer”) provided that CVP does not Investor shall have the right to appoint designate (in accordance with Section 2.1(a)) a replacement to fill such vacancy, and the CVP Director provisions of Section 2.1(b) will apply to any replacement person so designated. For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 1.2(a2.1(a), the Company shall not take any action to cause the removal of an Investor Director without cause unless it is directed to do so by Investor, and if the Company is so directed, the Company shall take all necessary or desirable and lawful actions to effect such removal and to elect a replacement Investor Director as provided in the immediately preceding sentence. In addition, for so long as Investor has the right to designate any person as an Investor Director, any such Investor Director may, subject to the applicable provisions of the Company’s memorandum and articles of association and all applicable laws, regulations, rules and codes of practice, designate at any time an alternate (iiian “Alternate Investor Attendee”) Verlinvest to attend a meeting of the Board in lieu of such Investor Director (and subject to the provisions of this Agreement applicable to such Investor Director). (e) In respect of any newly-proposed Nominee, Investor shall be entitlednotify the Company of the proposed Nominee, in writing, together with all information concerning such person that is reasonably requested by notice in writing to the Company, including, without limitation, such information as is necessary to designate one comply with applicable disclosure rules. (1f) individualThe Company agrees to reimburse each Investor Director and Alternate Investor Attendee for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as an Investor Director and Alternate Investor Attendee, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b)case may be, including reasonable and (iv) BVCF shall be entitled, by notice documented out-of-pocket expenses incurred in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all attending meetings of the Board or any committee thereof, and each Investor Director shall be entitled to indemnification arrangements, director and officer insurance coverage and other similar protections equivalent to such arrangements and insurance coverage applicable to all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members employee directors of the Board Company or to which all non-employee directors of the Company are entitled or receive. Investor agrees that no Investor Director shall be entitled to any compensation for serving as a director of the Company. (g) The Company shall notify the Investor Director and in Alternate Investor Attendee, as the same mannercase may be, a copy of all materials provided to such members, including inter alia, board packs regular and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities special meetings of the Board or any committee of the Board of which the Investor Director is a member. The Company shall provide the Investor Director and Alternate Investor Attendee, as the case may be, with copies of all notices, minutes, consents and other materials provided to all other directors concurrently as such materials are provided to the other directors. (h) All obligations of the Company pursuant to this Section 2.1 relating to the Investor Director shall terminate immediately, and Investor shall take all lawful action to cause the Investor Director to resign promptly from the Board (and the Company shall be entitled to take all lawful action to remove the Investor Director from the Board), when Investor no longer has the right to designate any person as an Investor Director for nomination for election to the Board pursuant to Section 2.1(a). Without prejudice to the foregoing, at any such time, Investor Director shall not vote or exercise any other rights or powers of office during the period pending resignation. Any vacancy created by such resignation may be filled by the Board or the shareholders of the Company in accordance with the Company’s memorandum of association and articles of association and applicable law. (i) Investor will (i) procure that no Investor Director or Alternate Investor Attendee will pass, directly or indirectly, any information concerning the Company or any Company Subsidiary which may come into his or her possession as Investor Director or Alternate Investor Attendee to any person other than Investor or any direct or indirect holding company of Investor and (ii) comply, and will cause any such direct or indirect holding company of Investor that is the recipient of any such information to comply, with the confidentiality provisions set forth in the CDA with respect to such information.

Board Representation. Subject (a) Upon consummation of the Merger in accordance with the terms of the Merger Agreement and subject to Section 8(c), each of RFE, on the one hand, and DFW, on the other hand, shall have a right (such right, the "Nomination Right"): (i) to nominate one individual to the Companies Law Board to serve as a director (each, a "Director Designee" and, together, the "Director Designees") until his or her successor is elected and qualified, and (ii) to nominate each successor to each such Director Designee, subject to Section 8(c) hereof. The Director Designees shall initially be Xxxxxxx Xxxxxx (as revisedDirector Designee of RFE) and Xxxx Xxxxxxxxx (as Director Designee of DFW). As provided in Section 6.2(i) of the Cayman IslandsMerger Agreement, as amended from time it is a condition to time and every statutory modification or re-enactment thereof for closing that each of the time being in force (Director Designees shall have been elected to the “Statute”Board. Subject to Section 8(c), one of the Director Designees, upon the mutual agreement of the Designating Stockholders (or, if only one Designating Stockholder still has Nomination Rights, such Designating Stockholder's Director Designee), shall become a member of the executive committee (or other similar committee) of the Board. (b) Subject to Section 8(c), if at any time prior to an annual meeting or a special meeting, the Stockholders desire to exercise their Nomination Right, each Designating Stockholder shall submit a notice of nomination of such Designating Stockholder's nominee (a "Nomination Notice") to Parent at least fifteen (15) Business Days prior to the Relevant Record Date, which notice shall include (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), a reasonably complete description of such nominee and his or her qualifications and (ii) CVP a statement that such nominee shall be entitled, deemed accepted unless rejected by notice in writing to the Company, to designate one Parent within five (15) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings Business Days of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members receipt of the Board and in the same manner, a copy such notice. Upon receipt of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Company.the

Board Representation. Subject (a) As a condition to your nomination for election as a director of the Company at the 2012 Meeting, you and the Investor Group shall provide to the Companies Law (Company the information required to be disclosed for candidates for directors and their Affiliates and Representatives in a proxy statement under the federal securities laws and applicable rules and regulations of The New York Stock Exchange and such other information as revised) of reasonably requested by the Cayman Islands, as amended Company from time to time with respect to you and every statutory modification or re-enactment thereof for the time being in force Investor Group. (b) Nominee agrees that, at all times while serving on the Board, he will: (i) meet all independence and other standards under applicable rules of The New York Stock Exchange and the Securities and Exchange Commission (the “StatuteSEC”) and applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (ii) be qualified to serve as a director under the New Jersey Business Corporation Act, as amended (the foregoing in these clauses (i) and (ii) being referred to as the “Conditions”). Nominee agrees to promptly advise the Chairperson of the Governance Committee in writing if he ceases to satisfy any of the Conditions. If (i) Nominee ceases to satisfy any of the Conditions or breaches any of his obligations under this Section 1, or (ii) any member of the Investor Group fails to comply in all material respects with any of the terms of this agreement, in either case upon the request of the Board, Nominee shall promptly deliver his written resignation to the Board. (c) At all times while serving as a director, Nominee shall: (i) comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to Board members, including the Company’s code of conduct and corporate governance guidelines; and (ii) keep confidential and not publicly disclose discussions and matters considered in meetings of the Board and Board committees, unless previously disclosed publicly by the Company. (d) If, at any time while Nominee is serving as a director, the members of the Investor Group, collectively, cease to beneficially own, in the aggregate, at least five percent (5%) of the outstanding Voting Securities (the “Minimum Threshold Resignation”), then upon notice from the Board to the Investors, (i) the Series A Investors Company’s obligations under the first paragraph of this agreement shall be entitledterminate immediately, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), and (ii) CVP Nominee shall be entitledoffer to resign from the Board immediately and, if requested by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest ObserverGovernance Committee, the “Observers”) provided that BVCF does not have Chairman of the right to appoint Board, the BVCF Director pursuant to Section 1.2(c), to attend all meetings lead director of the Board and all committees thereof or the Board, he shall promptly deliver his written resignation to the Board. Notwithstanding the foregoing, (whether in personx) any derivative, telephonic hedging or otherwisesimilar arrangement (including Derivative Instruments) in a non-that has the effect of increasing the voting capacity and to receive, concurrently with power or economic interest of the members of the Board and Investor Group in the same mannerCompany’s Voting Securities shall not be given effect, a copy of all materials provided so that the shares that are subject to such membersderivative, hedging or similar arrangement (including Derivative Instruments) shall not be deemed as beneficially owned by the members of the Investor Group for purposes of this Section 1(d) and (y) any share issuances, stock splits, or other programs instituted by the Company that would have the net effect of reducing or diluting the Investor Group’s interest to below 5% shall not trigger the Minimum Threshold Resignation obligation of this Section 1(d). (e) In the event of the termination of employment of Nominee with the Investor Group and/or any Affiliate thereof for any reason, including inter aliadeath, board packs and materialsresignation, minutes disqualification or removal (the “Employment Termination Resignation”), then the Investor Group shall provide prompt notice of meetingssuch event to the Company and, written resolutions, notices (i) the Company’s obligations under the first paragraph of meetings, management accounts and financial statementsthis agreement shall terminate immediately, and business plans, if any. The Board (ii) Nominee shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of resign from the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the Companyimmediately.

Board Representation. Subject to the Companies Law (as reviseda) of the Cayman Islands, as amended from time to time The Purchaser covenants and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate agrees that it will appoint one (1) individual, as an observer nominee of the Vendor (the “Series A ObserverNominee”), namely Xxxx Xxxxxxx unless otherwise agreed to by the Purchaser (iisuch agreement by Purchaser not to be unreasonably withheld), to the board of directors of the Purchaser on the Closing Date. For a period of three (3) CVP years following the Closing Date, and for a period of two (2) years thereafter provided that the Vendor holds ten percent (10%) or more of the outstanding common shares of the Purchaser at the time of the preparation of the Purchaser’s annual proxy circular, the Purchaser will take all appropriate steps to ensure that the Purchaser shall, annually in conjunction with the preparation of its annual proxy circular, include the Nominee as part of management’s proposed slate of directors to be elected by shareholders of the Purchaser. (b) The Vendor shall provide all information as may be reasonably requested or required by the Purchaser with respect to the Nominee, including information regarding the Nominee that would be required to be disclosed by the Purchaser pursuant to Securities Laws. The Vendor shall provide the Purchaser with a “Consent to Act as Director” pursuant to the Canada Business Corporations Act and a Personal Information Form (Form 2A) or Declaration (Form 2C1), as applicable, for such Nominee for submission to the TSX-V as soon as practicable. In the event that the Nominee is unable for any reason to serve as a director, including lack of qualifications, unwillingness to serve or failure to receive TSX-V approval for his or her appointment or election, the Vendor shall be entitledentitled to name another Nominee to fill such position, subject to approval of such other Nominee by notice in writing the Purchaser (such approval not to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(bunreasonably withheld), and (iv) BVCF the Vendor shall be entitled, by notice provide the information and documents as noted in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to this Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to 7.12 for such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to the CompanyNominee.

Board Representation. Subject (a) Upon the Placement Closing, and until terminated pursuant to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), Section 3.6(g): (i) the Series A Investors IPO Issuer covenants and agrees to reconstitute the Board and the Subsidiary Board so that each shall be entitledcomprised of four (4) individuals, by notice in writing to two (2) of whom shall be nominees of the Company, to designate one (1) individual, as an observer (the “Series A Observer”), Lead Investor; (ii) CVP the Lead Investor shall be entitled, by notice entitled to appoint to any committee or sub-committee of the Board such number of members in writing pro rata proportion to the Companynumber of directors the Lead Investor may nominate to the Board pursuant to paragraph (i); and (iii) the Lead Investor {00284650.13} shall appoint, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not and shall have the right to appoint appoint, the CVP Director Chief Financial Officer of the IPO Issuer and of the Subsidiary (collectively, the "Nominee Rights"). The Lead Investor's initial nominees to the Board and the Subsidiary Board shall be and , or such other person(s) as the Lead Investor may designate in a written notice to the IPO Issuer not less than two (2) Business Days prior to the Placement Closing Date. The Lead Investor's initial appointee as Chief Financial Officer of the IPO Issuer and the Subsidiary shall be , or such other person as the Lead Investor may designate in a written notice to the IPO Issuer not less than two (2) Business Days prior to the Placement Closing Date. (b) Unless the Nominee Rights are terminated pursuant to Section 1.2(a3.6(g), (iii) Verlinvest shall be entitleddespite the constating documents of the IPO Issuer and the Subsidiary, by notice in writing respectively, or provisions of applicable law, the IPO issuer acknowledges and agrees that from and after the Placement Closing, any increase to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities size of the Board or the Subsidiary Board and the appointment of any director shall only be effective if the resolution to increase the size of the Board or the Subsidiary Board, as the case may be, or to approve the new director is approved by at least 67% of the directors then in office. (c) Until the Nominee Rights are terminated pursuant to Section 3.6(g), the IPO Issuer acknowledges and agrees that: (i) it shall include the Lead Investor's director nominees pursuant to the Company.Nominee Rights in its proposed slate of directors nominated for election at each annual or special meeting of Shareholders, provided that, the Lead Investor shall provide the names of its director nominees, as well as any information requested by the IPO Issuer that it reasonably requires relating to such director nominees, sufficiently in advance of (which in any event shall not be more than ten (10) Business Days prior to) the mailing or filing date of the management information circular for such meeting;

Board Representation. Subject (a) Effective on the day after the Note Closing Date, the Company shall increase by one (1) the number of members of the Board of Directors of the Company and shall elect and appoint a representative of Purchaser designated by Purchaser and reasonably acceptable to the Companies Law Company (the "PURCHASER REPRESENTATIVE") to such newly created directorship. The Company and Purchaser agree that Xxxxxxx will be the initial Purchaser Representative. From and after the election of Purchaser Representative as a Director of the Company, and for as long 25 as Purchaser Representative shall remain a Director of the Company pursuant to this Section 5.3, Purchaser Representative shall be entitled to serve as a member of any executive committee of the Board of Directors of the Company and any other committee or body performing the functions of an executive committee (the "EXECUTIVE COMMITTEE"). As long as Purchaser beneficially owns not less than 850,000 shares of Common Stock (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof adjusted for the time being events described in force (the “Statute”Section 1.3 in a manner consistent therewith), (i) the Series A Investors Board of Directors of the Company shall be entitled, by notice in writing to nominate and recommend the Purchaser Representative for election as a Director of the Company, and shall otherwise use its reasonable best efforts to cause the election of such Purchaser Representative as a Director of the Company at each meeting of the Company's shareholders at which the Purchaser Representative's term as a Director would otherwise expire, and (ii) Purchaser shall be entitled to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP individual who shall be entitled, by receive notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend of all meetings of the Board of Directors and the Executive Committee of the Company and who shall be entitled to attend and participate in all committees thereof such meetings as an observer on behalf of Purchaser (whether in personthe "OBSERVER"). Subject to Section 5.3(b), telephonic or otherwise) in a non-voting capacity and to receive, concurrently each Purchaser Representative shall be treated equally with the other Directors and the other members of the Executive Committee in their capacities as such and shall be entitled to the same information (including reports, financial statements, notices and other information) at the same time (subject to the same general conflicts-of-interest rules applicable to all other members of the Board of Directors and in Executive Committee of the Company, reasonably and consistently applied) and the same mannercompensation and benefits, a copy as shall be provided to other Directors of the Company and other members of the Executive Committee, and copies of all materials such information shall be provided or made available to the Observer at the same time such information is provided or made available to Purchaser and other Directors or Executive Committee members. (b) Notwithstanding any other provisions of this Agreement, including inter alia, board packs the rights of the Purchaser Representative to serve as a Director and materials, minutes as a member of meetings, written resolutions, notices of meetings, management accounts and financial statementsthe Executive Committee, and business plans, if any. The Board shall take such reasonable steps as may be required so as the rights of the Observer to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities attend and participate in meetings of the Board of Directors and the Executive Committee, pursuant to Section 5.3(a) shall have no fiduciary terminate upon the earlier of: (i) the Company's sale of all or substantially all of its assets, (ii) a merger, consolidation, share exchange, or other statutory director duties reorganization or business combination involving the Company in regard which shareholders of the Company immediately prior to such merger, consolidation, share exchange or other reorganization or business combination own less than fifty percent (50%) of the activities voting capital stock of the surviving or acquiring corporation or the resulting entity, or (iii) such time as Purchaser no longer owns 850,000 shares of Common Stock (as adjusted for the events described in Section 1.3 in a manner consistent therewith). At any time Purchaser is no longer entitled to Board representation pursuant to this Section 5.3, then at the request of the Company, the Purchaser Representative shall immediately resign and the Observer shall immediately cease attending any meetings of the Board or of Directors and the Executive Committee. (c) In addition to any other indemnification and insurance rights the Purchaser Representative and the Observer may have, (i) each Purchaser Representative (A) shall have the same indemnification rights, as set forth in the Company's Restated Articles and Bylaws, as the other members of the Board of Directors of the Company, and the Company shall afford each Purchaser Representative an opportunity to enter into an indemnification agreement substantially similar to the then effective indemnification agreement between the Company and the other members of the Board of Directors; and (B) shall be covered by director and officer liability insurance to the same extent as other members of the Board of Directors of the Company, and (ii) to the maximum extent applicable, each Observer (A) shall have analogous rights to indemnification from the Company which are substantially similar in scope to those of the Purchaser Representative and (B) shall be covered at the Company's expense by liability insurance comparable in scope to the insurance required to be obtained for Purchaser Representative to the extent such issuance is available on commercially reasonable terms at commercially reasonable cost.

Board Representation. (a) The Company and each Stockholder shall take such corporate actions as may be reasonably required to ensure that the number of directors constituting the Board of Directors of the Company (the "Board") is at all times not more than five (5) or such other number as is provided by the Company's By-laws; provided, however, that for so long as there is at least one Independent Director, the Board shall have the right to determine the size of the Board. (b) Subject to the Companies Law terms of this Agreement: (i) so long as revisedany of the shares of the Series A Preferred Stock issued remains outstanding and the Company has not completed a Qualifying IPO, the holders of a majority of voting power of all Series A Preferred Stock, voting together as one class, shall be entitled (A) to elect two (2) individuals to the Board to serve as directors until their successors are elected and qualified (the "Series A Preferred Stock Designees"), (B) to elect such successor, and (C) to remove from the Board any director nominated under the foregoing clause (A) or (B). For so long as Planet Zanett Corporate Incubator, Inc., a Delaware corporation, or its Affiliates or successors in interest by operation of law or agreement ("Planet Zanett"), continues to hold at least thirty percent (30%) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) shares of the Series A Investors shall be entitled, Preferred Stock initially purchased by notice in writing to it from the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP Planet Zanett shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individualof the two (2) Series A Preferred Stock Designees, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have and Planet Zanett shall be entitled to Board observation rights, which includes the right to appoint receive all information provided to Board members; (ii) the Verlinvest Director pursuant holders of a majority of voting power of all Common Stock, voting as a class, shall be entitled to Section 1.2(b)elect two (2) directors to the Board to serve as directors until their successors are elected and qualified, (B) to elect each such successor, and (ivC) BVCF to remove from the Board any director elected under the foregoing clause (A) or (B); and (iii) a majority of the directors on the Board shall be entitledentitled to nominate and elect one Independent Director. An "Independent Director" shall be a person who, by notice in writing at the time such person is nominated to be a director and while such person is a director, (i) is not an Affiliate or employee of the Company, to designate one (1ii) individualis not an Affiliate of any stockholder or an employee or director of any stockholder or their respective Affiliates, as an observer or (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”iii) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c)have, to attend all meetings and is not an Affiliate of the Board and all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same mannerany entity that has, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and material business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities of the Board or as to relationship with the Company.

Board Representation. Subject to (a) Unless a breach by Investor or any of its Affiliates of Section 2.5 has occurred and is continuing, for so long as Investor (together with the Companies Law (as revisedPermitted Transferees) Beneficially Owns at least 10.0% of the Cayman Islandsoutstanding Company Voting Securities, as amended from time to time and every statutory modification or re-enactment thereof for Investor shall have the time being in force (right, but not the “Statute”), (i) the Series A Investors shall be entitledobligation, by notice in writing to the Company, Company (in accordance with Section 2.1(e)) to designate one person (who is not a U.S. citizen or resident) for nomination for election to the Board (such designee, a “Nominee” and, following his or her appointment to the Board, an “Investor Director”); provided, however, that such person satisfies any applicable requirements imposed by the Company’s memorandum and articles of association (and that are applicable to directors of the Company generally) and all applicable laws, regulations, rules and codes of practice. For the avoidance of doubt, in addition to fiduciary obligations imposed by applicable law, each Investor Director shall be subject to the provisions of the Company’s memorandum and articles of association applicable to directors of the Company generally, including those provisions relating to matters in respect of which a director has a material interest or is otherwise interested, and all laws, regulations, rules and codes of practice as may be applicable from time to time. (b) For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), the Company agrees, subject to its memorandum and articles of association, to take all lawful action to procure, at the next scheduled meeting of the Board occurring not less than 30 days following receipt of the notice referred to in Section 2.1(a) (or, in the case of the first Nominee designated pursuant to Section 2.1(a), to the extent such notice is received not less than 30 days prior to Completion, no later than 5 Business Days following Completion), the co-option of the Nominee to the Board and thereafter to use its reasonable best efforts to procure, at the next annual general meeting of shareholders of the Company, the re-election of the Investor Director to the Board, including by (1) individualnominating such individual to be elected as a director as provided herein, (2) including such nomination and other required information regarding such individual in the Company’s proxy statement for the annual general meeting of shareholders of the Company and (3) soliciting or causing the solicitation of proxies in connection with the election of such individual as an observer a director. (c) In the “Series A Observer”event that the Investor Director is not re-elected to the Board at such annual general meeting, Investor will, for so long as it has the right to designate any person for nomination for election to the Board pursuant to Section 2.1(a), be entitled to designate (iiin accordance with Section 2.1(a)) CVP shall be entitled, by notice in writing an alternative person as Nominee and the provisions of Section 2.1(b) will apply to any alternative person so designated. (d) For so long as Investor has the right to designate any person for nomination for election to the CompanyBoard pursuant to Section 2.1(a), to designate one in the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (1with or without cause) individualof an Investor Director, as an observer (the “CVP Observer”) provided that CVP does not Investor shall have the right to appoint designate (in accordance with Section 2.1(a)) a replacement to fill such vacancy, and the CVP Director provisions of Section 2.1(b) will apply to any replacement person so designated. For so long as Investor has the right to designate any person for nomination for election to the Board pursuant to Section 1.2(a2.1(a), the Company shall not take any action to cause the removal of an Investor Director without cause unless it is directed to do so by Investor, and if the Company is so directed, the Company shall take all necessary or desirable and lawful actions to effect such removal and to elect a replacement Investor Director as provided in the immediately preceding sentence. In addition, for so long as Investor has the right to designate any person as an Investor Director, any such Investor Director may, subject to the applicable provisions of the Company’s memorandum and articles of association and all applicable laws, regulations, rules and codes of practice, designate at any time an alternate (iiian “Alternate Investor Attendee”) Verlinvest to attend a meeting of the Board in lieu of such Investor Director (and subject to the provisions of this Agreement applicable to such Investor Director). (e) In respect of any newly-proposed Nominee, Investor shall be entitlednotify the Company of the proposed Nominee, in writing, together with all information concerning such person that is reasonably requested by notice in writing to the Company, including, without limitation, such information as is necessary to designate one comply with applicable disclosure rules. (1f) individualThe Company agrees to reimburse each Investor Director and Alternate Investor Attendee for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of his or her duties as an Investor Director and Alternate Investor Attendee, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b)case may be, including reasonable and (iv) BVCF shall be entitled, by notice documented out-of-pocket expenses incurred in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all attending meetings of the Board or any committee thereof, and each Investor Director shall be entitled to indemnification arrangements, director and officer insurance coverage and other similar protections equivalent to such arrangements and insurance coverage applicable to all committees thereof (whether in person, telephonic or otherwise) in a non-voting capacity and to receive, concurrently with the members employee directors of the Board Company or to which all non-employee directors of the Company are entitled or receive. Investor agrees that no Investor Director shall be entitled to any compensation for serving as a director of the Company. (g) The Company shall notify the Investor Director and in Alternate Investor Attendee, as the same mannercase may be, a copy of all materials provided to such members, including inter alia, board packs regular and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary or other statutory director duties in regard to the activities special meetings of the Board or any committee of the Board of which the Investor Director is a member. The Company shall provide the Investor Director and Alternate Investor Attendee, as the case may be, with copies of all notices, minutes, consents and other materials provided to all other directors concurrently as such materials are provided to the other directors. (h) All obligations of the Company pursuant to this Section 2.1 relating to the Investor Director shall terminate immediately, and Investor shall take all lawful action to cause the Investor Director to resign promptly from the Board (and the Company shall be entitled to take all lawful action to remove the Investor Director from the Board), when Investor no longer has the right to designate any person as an Investor Director for nomination for election to the Board pursuant to Section 2.1(a). Without prejudice to the foregoing, at any such time, Investor Director shall not vote or exercise any other rights or powers of office during the period pending resignation. Any vacancy created by such resignation may be filled by the Board or the shareholders of the Company in accordance with the Company’s memorandum of association and articles of association and applicable law. (i) Investor will (i) procure that no Investor Director or Alternate Investor Attendee will pass, directly or indirectly, any information concerning the Company or any Company Subsidiary which may come into his or her possession as Investor Director or Alternate Investor Attendee to any person other than Investor or any direct or indirect holding company of Investor and (ii) comply, and will cause any such direct or indirect holding company of Investor that is the recipient of any such information to comply, with the confidentiality provisions set forth in the CDA with respect to such information.

Board Representation. Subject to the Companies Law (as revised) of the Cayman Islands, as amended from time to time and every statutory modification or re-enactment thereof for the time being in force (the “Statute”), (i) Following the Series A Investors Second Closing, the Company shall be entitled, by notice in writing to the Company, to designate one allow two (12) individual, as an observer individuals (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observercollectively, the “Observers”), with each Purchaser being entitled to nominate one (1) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c)Observer, to attend all meetings of the Board and all committees thereof (whether in person, telephonic or otherwise) of Directors in a non-voting capacity capacity, and in connection therewith, the Company shall give the Observers copies of all notices, minutes, consents and other materials, financial or otherwise, which the Company provides to receivethe Board of Directors, concurrently with which copies shall be sent to the members Observers at the same time that they are sent to the Board of Directors; provided, however, that the Company reserves the right to exclude the Observers from access to any material or meeting or portion thereof if the Company believes, upon written advice of outside legal counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege or is prohibited by applicable Law; and provided, further, that the Observers shall enter into confidentiality agreements in mutually agreeable form before any Observer may attend any meeting of the Board and in of Directors or obtain any copies of the same manner, a copy of all foregoing materials provided to the Board of Directors. The good faith decision of the Board of Directors with respect to the privileged or confidential nature of such membersinformation shall be final and binding. The observer rights applicable to any particular Purchaser provided by this Section 4.11(a)(i) shall terminate on the date on which such Purchaser’s Purchaser Nominee is first actually appointed or elected to the Board of Directors. For purposes of clarity, the parties acknowledge and agree that, in the event the Second Closing does not occur in accordance with the terms of this Agreement, this Section 4.11 shall be null and void and the Purchasers shall have no rights to designate Observers or Purchaser Nominees. (ii) To the extent permitted by applicable law and the rules of the principal exchange on which the Common Stock is then listed or traded, following and conditioned upon the Second Closing, and in any case only after the Company’s 2017 Annual Meeting of Stockholders, each Purchaser shall, subject to the other terms of this Section 4.11, have the right to nominate one (1) individual for election to the Board of Directors (the “Purchaser Nominees”) in each election of directors from and after the Company’s 2017 Annual Meeting of Stockholders. The number of Purchaser Nominees shall not exceed two (2) individuals. (iii) If the Second Closing is consummated, (x) the Board of Directors shall promptly expand the Board of Directors so that there are an additional two (2) vacant seats on the Board of Directors and shall fill such vacancies with the Purchaser Nominees and (y) the Company shall take all action necessary to call, give notice of, convene and hold a meeting of the stockholders of the Company to consider and vote on a proposal to approve the issuance and sale of the Third Closing Shares pursuant to and in accordance with the terms of this Agreement (the “Stockholder Proposal” and, such meeting, the “Stockholders’ Meeting”), including inter alia, board packs taking all action necessary to file or cause to be filed with the Commission a proxy statement (the “Proxy Statement”) in respect of such Stockholders’ Meeting and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if anyStockholder Proposal. The Stockholders’ Meeting shall be held (on a date selected by the Company in consultation with Purchasers) as promptly as practicable after the Second Closing Date. The Board of Directors shall recommend that the stockholders of the Company adopt and approve the Stockholder Proposal and the Company shall include such recommendation in the Proxy Statement. (iv) The Company shall use commercially reasonable efforts to cause the Proxy Statement to comply in all material respects in form and substance with the rules and regulations promulgated by the Commission and to respond promptly to any comments of the Commission or its staff with respect to the Proxy Statement. The Purchasers shall furnish to the Company all information concerning themselves and the Purchaser Nominees as the Company may reasonably request in connection with the preparation of the Proxy Statement or which may be required under applicable Law. The Company shall promptly notify the Purchasers upon the receipt of any comments from the Commission or its staff or any request from the Commission or its staff for amendments or supplements to the Proxy Statement, shall consult with the Purchasers prior to responding to any such comments or requests or filing any amendment or supplement to the Proxy Statement, and shall provide the Purchasers with copies of all correspondence between the Company and its representatives, on the one hand, and the Commission and its staff, on the other hand. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed, or distributed electronically in compliance with the Commission’s Notice and Access model, to all of the stockholders of the Company as promptly as practicable following the clearance of the Proxy Statement by the Commission (or expiration of applicable period for comments). Notwithstanding anything to the contrary stated above, prior to filing and mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the Commission with respect thereto, the Company shall provide the Purchasers a reasonable opportunity to review and comment on such document or response and shall discuss with the Purchasers and include in such document or response comments reasonably proposed by the Purchasers. (v) Each Purchaser will notify the Company promptly, and in any event within two (2) Business Days, of any event that results in a reduction in the number of shares of Common Stock that such Purchaser beneficially owns, which notice will set forth the number of Shares beneficially owned by such Purchaser immediately following the occurrence of such event. (vi) For so long as any Purchaser has the right to nominate a Purchaser Nominee for election pursuant to Section 4.11(a)(ii), in connection with each election of directors, subject to this Section 4.11(a)(vi), the Company shall nominate such Purchaser Nominee for election as a director as part of the slate that is included in the proxy statement of the Company relating to the election of directors; provided, however, that in the event that any Purchaser ceases to both beneficially own at least four and one-half percent (4.5%) of the total issued and outstanding Common Stock as of any particular date and hold at least 67% of the Shares purchased hereunder by such Purchaser at the Closings (after giving effect to any share splits, reclassifications or similar corporate transactions), then the Company shall cease to have any obligations to nominate the Purchaser Nominee nominated by such Purchaser for election as a director under this Section 4.11. For the avoidance of doubt, in any such instance, the Company’s obligations in respect of the other Purchaser’s Purchaser Nominee shall remain unaffected. (vii) In the event that any Purchaser Nominee shall cease to serve as a director for any reason (other than the failure of the stockholders of the Company to elect such person as a director or the resignation or removal of such director as a result of the Purchasers not having the right to nominate a director pursuant to Section 4.11(a)(vi)), the Purchaser who nominated such Purchaser Nominee shall have the right to designate another individual to fill the vacancy resulting therefrom. For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any Purchaser Nominees shall not affect the right of any Purchaser, as the case may be, to designate a Purchaser Nominee for election pursuant to Section 4.11(a)(ii) in connection with any future election of directors of the Company. (viii) Notwithstanding the foregoing, as a condition to any Purchaser Nominee’s appointment to the Board of Directors and nomination for election as a director of the Company at the Company’s annual meetings of stockholders: (A) Purchasers and each such Purchaser Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates and representatives in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company or the Company’s operations in the ordinary course of business, with respect to Purchasers, its Affiliates and the applicable Purchaser Nominee; (B) each such Purchaser Nominee must be qualified to serve as a director of the Company under the Delaware General Corporation Law to the same extent as all other directors of the Company; (C) each such Purchaser Nominee shall satisfy all relevant Nasdaq Stock Market, or other applicable exchange, rules and regulations; (D) each such Purchaser Nominee shall be reasonably acceptable to the Nominating and Corporate Governance Committee of the Board; and (E) each such Purchaser Nominee must satisfy the requirements set forth in the Company’s code of conduct and securities trading policy and other similar policies, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any Purchaser Nominee relative to all other directors. The Company will make all information requests pursuant to this Section 4.11(a)(viii) in good faith in a timely manner that allows Purchasers and each such Purchaser Nominee a reasonable amount of time to provide such information, and will cooperate in good faith with Purchasers and each such Purchaser Nominee in connection with their efforts to provide the requested information. (ix) Purchasers hereby covenant and agree (A) not to designate or participate in the designation of any director designee who, to Purchasers’ knowledge, does not satisfy all relevant Nasdaq Stock Market, or other applicable exchange, rules and regulations (a “Disqualified Designee”), (B) that in the event Purchasers become aware that any individual previously designated by Purchasers is or has become a Disqualified Designee, then Purchasers shall notify the Company promptly in writing and as promptly as practicable Purchasers shall take such reasonable steps actions as may be required so as are necessary to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of remove any such Disqualified Designee from the Board and shall have no fiduciary designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is any Purchaser Nominee or other statutory director duties in regard to the activities of the Board or as to Observer, Purchasers will, and will cause any Purchaser Nominee to, comply with the Company’s ixxxxxx xxxxxxx policy, securities trading policy and other similar policies.

Board Representation. Subject EEN and the Purchaser agree that after the date hereof, the number of persons comprising the Board of Directors of EEN (the "Board") shall be no more than four (4) persons, one of whom shall be nominated by Exus Global, Inc, one of whom will be nominated by Xxxxxx Xxxxxxxx, a founding shareholder of EEN, and two will be nominated by the Purchaser. The Purchaser agrees to appoint the Exus nominee and Xxxxxxxx nominee to the Companies Law (as revised) Board; upon the death or resignation of the Cayman IslandsExus or Xxxxxxxx nominee, EEN and the Purchaser agree to take any and all necessary steps to ensure that the replacement nominee of Exus or Xxxxxxxx becomes a Board member as amended soon as possible. Each of the following matters shall require a super majority (75%) approval of the Board, and EEN, and no officer, employee or agent of EEN shall have authority, in the name or on behalf of EEN, to take any of the following actions, directly or indirectly, without the prior approval: (a) the appointment and/or termination of any officer or employee of EEN and the compensation thereof; (b) incur any indebtedness whatsoever by or on behalf of EEN, including, without limitation, guarantee the indebtedness or obligations of the Company or any other person, other than in an amount not to exceed $25,000, either individually or in a series or related transactions; (c) the making of any loan from time to time and every statutory EEN; (d) the sale or issuance of any shares of EEN or other securities or other rights convertible or exchangeable into or exercisable for shares of EEN (collectively, "New Securities"); (e) a sale of all or substantially all of the assets or technology of EEN; (f) the participation by EEN in any joint venture, partnership or other association or strategic alliance; (g) engage in any business other than the business currently engaged in by EEN; (h) permit or cause any amendment, modification or re-enactment thereof for other change to the time being in force (the “Statute”), Articles of Incorporation or Bylaws of EEN; (i) the Series A Investors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Series A Observer”), (ii) CVP shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint the CVP Director pursuant to Section 1.2(a), (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all meetings of the Board and all committees thereof (whether in person, telephonic declare or otherwise) in a non-voting capacity and to receive, concurrently with the members of the Board and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers shall not influence nor direct the activities of the Board and shall have no fiduciary pay any dividend or other statutory director duties in regard to distribution of cash, stock or other asset of EEN; or (j) the activities dissolution or termination of the Board or as to the CompanyEEN.

Board Representation. Subject (a) So long as the Purchasers or one or more of their Affiliates hold at least 20% of the number of shares of Common Stock issued or issuable upon conversion of the Series D Shares, the Company shall take all necessary or desirable actions within its control (including calling special board and stockholder meetings and nominating any individual appointed by the holders of a majority of the number of shares of Common Stock issued or issuable upon conversion of the Series D Shares to the Companies Law (Board of Directors and recommending the election of such individual to the Board of Directors), to cause the Investor Director to be elected to serve as revised) a member of the Cayman IslandsBoard of Directors. The Company shall at all times maintain a Compensation Committee and an Audit Committee of its Board of Directors. (b) At such time as the appointment rights in Section 8.6(a) would apply and the Investor Director is not a member of the Board of Directors as provided in this Agreement, the Company shall permit the Requisite Purchasers to appoint one observer attend each meeting of the Board of Directors and any committee thereof. The Company will send to any such observer notice of the time and place of any such meeting in the same manner and at the same time as notice is sent to the directors or committee members, as amended from time the case may be; provided, however, that each such observer shall always receive at least three (3) days’ prior notice of any meeting. The Company shall also provide to such observer copies of all notices, reports, minutes, consents and other documents at the time and every statutory modification or re-enactment thereof for in the time being in force (the “Statute”), (i) the Series A Investors shall be entitled, by notice in writing manner as they are provided to the CompanyBoard of Directors or committees. The Company shall reimburse each such observer for all reasonable costs incurred by the observer. (c) Notwithstanding the foregoing, to designate one (1) individual, as an observer (a majority of the “Series A Observer”), (ii) CVP Board of Directors shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “CVP Observer”) provided that CVP does not have the right to appoint exclude the CVP Director Investor Director, or the observer permitted to be in attendance at each meeting of the Board of Directors pursuant to Section 1.2(a)8.6(b) hereof, (iii) Verlinvest shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “Verlinvest Observer”) provided that Verlinvest does not have the right to appoint the Verlinvest Director pursuant to Section 1.2(b), and (iv) BVCF shall be entitled, by notice in writing to the Company, to designate one (1) individual, as an observer (the “BVCF Observer”, together with the Series A Observer, CVP Observer and Verlinvest Observer, the “Observers”) provided that BVCF does not have the right to appoint the BVCF Director pursuant to Section 1.2(c), to attend all from portions of meetings of the Board and all of Directors (or meetings of committees thereof (whether in person, telephonic thereof) or otherwise) in a non-voting capacity and omit to receive, concurrently provide the observer with the members certain information if such majority of the Board of Directors believes in good faith, based on the advice of the Company’s outside counsel, that such exclusion or omission is necessary to avoid a conflict of interest or to prevent a breach of attorney-client privilege; provided, that the Investor Director and in the same manner, a copy of all materials provided to such members, including inter alia, board packs and materials, minutes of meetings, written resolutions, notices of meetings, management accounts and financial statements, and business plans, if any. The Board shall take such reasonable steps as may be required so as to enable the Observers to fulfill his/her role. The Observers observer shall not influence nor direct the activities be so excluded or withheld information unless all other persons whose presence at a meeting or receipt of the Board and shall have no fiduciary such materials would result in a conflict of interest or other statutory director duties in regard to the activities a breach of the Board attorney-client privilege are also excluded or as to the Companywithheld information.