Common use of Board Representation Clause in Contracts

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 6,250,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject The Board will be comprised of 13 Directors, who will be nominated as follows: (i) seven Directors may be nominated by Sprint (the “Sprint Designees”), except that (A) for as long as there are not more than two Independent Designees, at least one of the Sprint Designees must (I) qualify as an Independent Director, and (II) qualify to serve on the Audit Committee, and be willing to serve on the Audit Committee during his or her tenure as a Director; (B) if, at any time after the Effective Date, Sprint ceases to have a Percentage Interest equal to at least 50% of its Percentage Interest as of the Effective Date (as may be adjusted on the Adjustment Date), then the right of Sprint to nominate Directors will be reduced to a number equal to the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number (and, for the avoidance of doubt, will be subject to further adjustment pursuant to this clause (B) as a result of subsequent changes in Sprint’s Percentage Interest); (C) upon and at all times following the occurrence of a Sprint Adverse Change of Control, then (I) the right of Sprint to Sections 2(bnominate Directors will be reduced (if applicable) to a number equal to the lesser of (x) the product obtained by multiplying the Percentage Interest then held by Sprint by 13, rounded to the nearest whole number and (y) six; and (II) the right of Sprint to nominate Directors will be subject to further adjustment in accordance with Section 2.1(a)(i)(B), Section 2.1(a)(vii) and 3(nSection 3.8(e)(i); provided that in no event shall the number of Directors that Sprint is entitled to nominate upon and after the occurrence of a Sprint Adverse Change of Control exceed six; and (D) hereinsubject to clause (C)(II) above, during the period beginning at number of Directors that Sprint is entitled to nominate may be further adjusted in accordance with (I) clause (vii) of this Section 2.1(a), and (II) Section 3.8(e)(i); and (ii) one Director may be nominated by Eagle River (the closing of the IPO until the earliest of “Eagle River Designee”), except that (aA) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectivelyif, at any time after the Effective Date, Eagle River ceases to own at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 550% of the as-converted securities of Eagle River Original Shares, then Eagle River will cease to have the Companyright to nominate any Directors; and (B) for as long as Eagle River has the right to nominate a Director, Eagle River will also have the Company shall support right to designate one individual (the nomination of, and cause the Board of Directors (or the nominating committee thereof), “Eagle River Observer”) that will have Observer Rights subject to the requirements of fiduciary duties under applicable law, to recommend and include in Observer Restrictions; and (iii) one Director may be nominated by Intel (the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election MeetingIntel Designee”), one except that (1A) person designated if, at any time and from time after the Effective Date, Intel ceases to time by the mutual consent have a Percentage Interest equal to at least 50% of its Percentage Interest as of the Investors Effective Date (an “Investor Designee”as may be adjusted on the Adjustment Date); provided that, then the Company shall have no obligation right of Intel to support the nomination of or cause the Board of nominate Directors will be reduced to include in the slate of nominees recommended a number equal to the Company’s stockholders product obtained by multiplying the Percentage Interest then held by Intel by 13, rounded to the nearest whole number (and, for election as directors the avoidance of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(sdoubt, will be subject to further adjustment pursuant to this clause (A) as a director on result of subsequent changes in Intel’s Percentage Interest); (B) the Board number of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or Intel is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not nominate may be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee further adjusted in accordance with the terms (I) clause (vii) of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.Section 2.1(a), and

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors Investor and their respective its Affiliates no longer beneficially own, collectively, owns at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, (i) with respect to one of its two Investor Designees, such time as the Investors collectively hold Investor holds less than 20% of the as-converted securities of the Company, and (ii) with respect to both of its Investor Designees, such time as the Investor holds less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one two (12) person persons designated at any time and from time to time by the mutual consent of the Investors Investor (each an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors Investor already have an has at least two Investor Designee Designees serving as a director directors on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors Investor will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the InvestorsInvestor, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors Investor shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors Investor as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors Investor to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors Investor shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject at all times to Sections 2(b) The Company and 3(n) herein, during the period beginning at the closing each member of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their ACI Control Group shall take all reasonable measures, if any, within its respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect control to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors to consist of at least five (5) directors who qualify as “independent” under the applicable rules of the New York Stock Exchange (the “NYSE”) and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Independent directors may include one or more nominees nominated pursuant to this Section 2.01. From and after such time as the Company ceases to a “controlled company” within the meaning of the corporate governance standards of the NYSE and after the expiration of any applicable transition periods under such standards, the majority of the Board of Directors shall be comprised of members who are “independent” under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. At all times the Company shall take all action necessary to cause the number of directors constituting the Board of Directors (regardless of the number of independent or other directors otherwise required) to be at least such number as shall be necessary to provide for the designation of one or more directors by each Sponsor entitled pursuant to this Section 2.01 to designate to the Board of Directors one or more directors. (b) The Company and each member of the ACI Control Group shall take all reasonable measures, if any, within its respective control, to cause the Chief Executive Officer of the Company to be nominated and supported by the Company for election as a director. (c) For so long as Cerberus has, in the aggregate, beneficial ownership of (i) at least 20% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors four (4) directors; (ii) less than 20% but at least 10% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors two (2) directors; and (iii) less than 10% but at least 5% of the aggregate number of Company Shares then outstanding, Cerberus shall be entitled to designate to the Board of Directors one (1) director. (d) For so long as Schottenstein has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, Schottenstein shall be entitled to designate to the Board of Directors one (1) director. (e) For so long as Xxxxx has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, Xxxxx shall be entitled to designate to the Board of Directors one (1) director. (f) For so long as a Sponsor is entitled to designate one or more directors to the Board of Directors pursuant to this Section 2.01, the Company agrees it shall take all action reasonably available to it to cause such individual(s) who satisfy the Director Requirements (or the nominating committee thereof), subject any replacement designated by such Sponsor) to the requirements of fiduciary duties under applicable law, to recommend and include 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 at each annual or (and/or in connection with any special meeting of stockholders or election by written consent) and the Company’s stockholders at which directors are Company shall use the same efforts to cause the election of such nominee(s) as it uses to cause other nominees recommended by the Board of Directors to be elected elected, including soliciting proxies in favor of the election of such nominee(s). (an “Election Meeting”g) If the number of directors that a Sponsor is entitled to designate to the Board of Directors is reduced pursuant to the terms of this Section 2.01, then such Sponsor shall promptly cause a number of directors equal to such reduction to resign from service on the Board of Directors, including all committees thereof. Each Sponsor shall cause any director designated to the Board of Directors by it to resign from service on any committee of the Board of Directors if, as a result of such director’s service on such committee, such committee does not satisfy the requirements of applicable law or the NYSE rules for service on such committee. (h) In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director designated by a Sponsor to the Board of Directors pursuant to this Section 2.01, or in the event of the failure of any such nominee of a Sponsor to be elected, the Sponsor who designated such director shall have the right to designate a replacement who satisfies the Director Requirements to fill such vacancy (but only if the Sponsor would be then entitled to designate such director pursuant to the foregoing provisions of this Section 2.01). The Company shall take all action reasonably available to it to cause such vacancy to be filled by the replacement so designated, and, to the extent permitted under the Certificate of Incorporation and Bylaws of the Company then in effect, to cause the Board of Directors to promptly elect such designee to the Board of Directors. Any other vacant director position(s) or newly created directorship(s) shall be filled by the Board of Directors, upon the recommendation of the Nominating Committee. (i) For so long as such Sponsor has, in the aggregate, beneficial ownership of at least 5% of the aggregate number of Company Shares then outstanding, each of Cerberus, Kimco and Xxxxxx-Xxxxx shall have the right to designate one (1) person observer to the Board of Directors (each such observer, an “Observer”). A Sponsor shall have the right to designate a replacement for any Observer previously designated by such Sponsor at any time and from time to time by for so long as such Sponsor has a right to designate an Observer. Xxxxxx X. Xxxxxx shall also have the mutual consent right to be an Observer. (j) An Observer may attend any meeting of the Investors (an “Investor Designee”); provided thatBoard of Directors, the Company provided, that no Observer shall have no obligation the right to support the nomination of vote or cause otherwise participate in the Board of Directors meeting in any way other than to include in the slate of nominees recommended to the Company’s stockholders for election as directors observe any applicable meeting of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on Board of Directors. Observers shall be provided advance notice of each meeting of the Board of Directors in the same manner and at the same time of as the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested other members of the Board of Directors reasonably and in good faith determinesshall be given copies of all documents, after consultation with the Company’s outside legal counsel, that such person would not be qualified materials and other information as and when given to serve as a director other members of the Company under any applicable law (including requirements Board of fiduciary duties under applicable law)Directors, rule or regulation, rule provided that the Observer shall have executed a non-disclosure and confidentiality agreement and such other acknowledgments and agreements reasonably satisfactory to the Board of Directors. Notwithstanding the stock exchange on which the Company’s shares are listedforegoing, the Bylaws or Observer shall be excluded from attending any policy, or guidelines previously approved by meeting of the Board of Directors or (ii) receiving any materials to the extent necessary to preserve attorney-client privilege, to safeguard highly proprietary or classified information, in the case of any conflict of interest involving such person is not approved for nomination Observer or as otherwise deemed necessary or advisable by the Board of Directors. The Board of Directors (or any committee thereof shall have the nominating committee thereof)right to exclude an Observer from any meeting or portion thereof in the sole discretion of a majority of the members in attendance at such meeting. Each Observer shall be a natural person. The Company shall notify reimburse each Observer for his or her reasonable out-of-pocket costs incurred to attend meetings of the Investors as soon as reasonably practicable Board of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this AgreementDirectors. The Investors Company agrees that each Observer shall use reasonable best efforts be entitled to propose an Investor Designee sufficiently in advance the benefit of the date on which indemnification and advancement of expenses provided by, or granted pursuant to, the proxy materials are to be mailed by Bylaws of the Company in connection with an Election Meeting to allow for inclusion as if such Observer was a director of an Investor Designee in such proxy materialsthe Company.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; [intentionally left blank] (b) From and after such time as the Investors criteria set forth in Section V.B.5(b) of the Company's Amended and their respective Affiliates Restated Certificate of Incorporation with respect to the election of directors by the Series F Holders are no longer beneficially ownsatisfied and for so long as 20% of the Series F Conversion Shares (as defined below) are held by Series F Holders, collectively, each Investor covenants to vote his or its shares in favor of at least 7,500,000 three (3) directors (the "Series C F Directors") designated by the holders of a majority of the Series F Conversion Shares held by the Series F Holders at each annual meeting of stockholders of the Company at which any director is elected or at the equivalent time of any successor securities written consent to action in lieu of any such meeting; PROVIDED, that (i) for so long as Electra (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), Electra (or its assignee, provided such assignee is an Affiliate of Electra) shall have the right to designate one (1) of the directors (the "Electra Director") to be designated by the holders of the Series F Conversion Shares, (ii) for so long as Central Investment Holdings, Inc. ("CIH") (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), CIH (or its assignee, provided such assignee is an Affiliate of CIH) shall have the right to designate one (1) of the directors to be designated by the holders of the Series F Conversion Shares; and (iii) for so long as Toronto Dominion (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), Toronto Dominion (or its assignee, provided such assignee is an Affiliate) shall have the right to designate one (1) of the directors to be designated by the holders of the Series F Conversion Shares, PROVIDED, HOWEVER, that Toronto Dominion or such Affiliate shall not be entitled to so designate such director if exercising this right would be in violation of the Bank Holding Company Act (as defined in Section 2A.4). At least one of the Series F Directors, which shall be the Electra Director, if any, shall have the right to be a member of the Audit and Compensation Committees of the Board, if any, or of any committee of the Board performing comparable functions. For purposes of this Section 2.6(b), "Series F Conversion Shares" shall mean the shares of Common Stock issued or issuable upon conversion of such Series C Shares (including the shares of voting common stock Series F-1 Preferred Stock originally issued pursuant to the Securities Purchase Agreement dated as of December 6, 1995, as assumed, among the Company and the Investors named therein (the "Series F Purchase Agreement") or shares of Common Stock issued or issuable upon conversion of non-voting common stock the shares of Series F-1 Preferred Stock issued upon conversion of the Series C F-2 Preferred Stock originally issued pursuant to the Series F Purchase Agreement. No director(s) so designated by the holders of the Series F Conversion Shares) , or Electra, CIH or Toronto Dominion (or its respective assignee, provided such assignee is an Affiliate of Electra, CIH or Toronto Dominion), as adjusted the case may be, may be removed without the prior consent, given in person or by proxy, either in writing or at a special meeting called for any stock dividendsthat purpose, combinations, splits, recapitalizations and of the like with respect to holders of such Series C F Conversion Shares, voting separately as a class. In case of the death, resignation or other removal of any Series F Director, including the Electra Director, the holders of a majority of the Series F Conversion Shares held by the Series F Holders, or Electra (or its assignee), as the case may be, shall have the right to designate a successor director to hold such office for the unexpired term of such removed director. Each Investor covenants and agrees to vote his or (c) following the third year anniversary its shares, as promptly as possible, either at a special meeting called for such purpose or by written consent in lieu of a meeting, in favor of the IPOelection of such successor designee. Until the Company completes an initial public offering of its Common Stock or is sold to or merges with another entity, such time none of Vanguard or Electra, in their capacity as the Investors collectively hold less than 5% of the as-converted securities stockholders of the Company, will take any actions which would result in the Company shall support representative of BEA Associates, as the nomination ofmanager of certain investment funds that are stockholders of the Company, and cause being removed from the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected , so long as such investment funds retain their current level of ownership of Registrable Securities (an “Election Meeting”), one as defined in subsection 1.1(f) hereof) and Registrable Securities (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include as defined in the slate of nominees recommended to the Company’s stockholders for election Registration Rights Agreement) owned by them as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialshereof.

Board Representation. (a) Subject The Corporation and the Stockholders shall take such corporate actions as may be required to ensure that (i) the number of directors constituting the Board is at all times five (5), and (ii) the presence of three directors (including at least one director nominated under Section 2.1(b)(i) hereof) is required to Sections 2(b) and 3(n) herein, during the period beginning at the closing constitute a quorum of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyBoard. (b) Notwithstanding Subject to Section 2.1(c) below: (i) Insight Venture Partners IV, L.P. and Insight Venture Partners (Cayman) IV, L.P. shall each be entitled: (A) to nominate one individual to the provisions of Section 2(a)Board to serve as directors (collectively, the Investors "Insight Directors") until their respective successors are elected and qualified, (B) to nominate each successor to the Insight Directors and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); (ii) the holders of a majority of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class and on an as converted to Common Stock basis, shall not be entitled: (A) to nominate one individual to the Board to serve as a director (the "Series A/B Director") until his or her successor is elected and qualified, (B) to nominate each successor to the Series A/B Director and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); (iii) the holder(s) of a majority of all shares of Common Stock shall be entitled: (A) to nominate two individual(s) to the Board to serve as directors (the "Common Stockholder Directors") until his or her successors are elected and qualified, (B) to nominate each successor to the Common Stockholder Directors, and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); and (iv) one authorized representative of Montagu Newhall shall be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members attend each meeting of the Board of Directors reasonably as an observer and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not shall be qualified to serve as a director given timely notice of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) meeting in the same manner and at the same time that the directors of the Company are given notice of such person is not approved for nomination by meeting; providedthat the Board of Directors Directors, acting in the best interest of the Company or upon the advice of corporate legal counsel, may, in its sole discretion, exclude any such observer from any meeting or portion thereof (including, without limitation, in order to protect confidential information not known by the observer or to protect the nominating committee thereofattorney-client privilege). The Company Each such observer shall notify receive the Investors as soon as reasonably practicable of same written information (including, without limitation reports, financial statements and notices, but excluding any objection to an Investor Designee pursuant to this Section 2(bwritten information that may breach or waive a privilege) as is provided to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company directors in connection with an Election Meeting such meeting; provided further that each such observer shall enter into a confidentiality and non disclosure agreement acceptable to allow for inclusion the Company if not already subject to such agreement. (c) Each nomination or any proposal to remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of an Investor Designee such notice, the Corporation shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or removal proposed in such proxy materialsnotice. Such corporate actions may include calling a meeting or soliciting a written consent of the Board, or calling a meeting or soliciting a written consent of the Stockholders. (d) The Corporation shall execute and deliver a Director Indemnification Agreement, substantially in the form of that executed and delivered in favor of the initial Insight Directors, in favor of any other Persons who shall become directors after the date hereof.

Board Representation. (a) Subject The Company and the Stockholders shall take such corporate actions as may be reasonably required to ensure that (i) the number of directors constituting the Board is at all times six, and (ii) the presence of four directors is required to Sections 2(b) and 3(n) herein, during the period beginning at the closing constitute a quorum of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyBoard. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee Subject to the Board terms of Directors if this Agreement: (i) the Investors owning a majority of the disinterested members Series A Preferred Stock and Series B Preferred Stock, voting as a class, shall be entitled (A) to nominate up to two individuals, both of whom may (but need not) be representatives of the Investors for election to the Board to serve as directors until their successors are elected and qualify, (B) to nominate each such successor, and (C) to propose the removal from the Board of Directors reasonably and in good faith determinesany director nominated under the foregoing clause (A) or (B); PROVIDED, after consultation with the Company’s outside legal counselHOWEVER, that should such Investors, at any time or from time to time, Transfer 80% or more of their shares of Series A Preferred Stock and Series B Preferred Stock to Third Parties, the number of directors such Investors shall be entitled to nominate for election to the Board pursuant to the foregoing clause (A) shall be reduced to one; (ii) the Investors owning a majority of the Series C Preferred Stock, voting as a class, shall be entitled (A) to nominate one individual, who may (but need not) be a representative of such Investors for election to the Board to serve as a director until his successor is elected and qualifies, (B) to nominate each such successor, and (C) to propose the removal from the Board of any director nominated under the foregoing clause (A) or (B); PROVIDED, HOWEVER, that should such Investors, at any time or from time to time, transfer 80% or more of their shares of Series C Preferred Stock to Third Parties, such Investors shall no longer be entitled to nominate any person would not be qualified for election to the Board. The Investors owning a majority of the Series C Preferred Stock initially nominate Jxxx Xxxxxx to serve as a director of the Company under any applicable law Company; (including requirements iii) the holder(s) of fiduciary duties under applicable law)a majority in voting power of all Founder Shares shall be entitled (A) to nominate each Founder (or such Founder's identified designee) for election to the Board to serve as directors until his successor is elected and qualified, rule or regulation(B) to nominate each such successor, rule of and (C) to propose the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by removal from the Board of Directors any director nominated under the foregoing clauses (A) or (iiB); and (iv) the Company through the Board shall be entitled (A) to nominate an unaffiliated individual for election to the Board to serve as a director until such person individual's successor is not approved for nomination by elected and has qualified, (B) to nominate an unaffiliated individual as a successor; and (C) to propose removal from the Board of Directors any director nominated under the foregoing clauses (or the nominating committee thereofA) and (B). The Each nomination or any proposal to remove from the Board any director shall be made by delivering to the Company a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of such notice, the Company shall notify take or cause to be taken such corporate actions as may be reasonably required to cause the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose election or removal proposed in such notice. Such corporate actions may include calling a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance meeting or soliciting a written consent of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion Board, or calling a meeting or soliciting a written consent of an Investor Designee in such proxy materialsStockholders.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; [intentionally left blank] (b) From and after such time as the Investors criteria set forth in Section V.B.5(b) of the Company's Amended and their respective Affiliates Restated Certificate of Incorporation with respect to the election of directors by the Series F Holders are no longer beneficially ownsatisfied, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion for so long as 20% of the Series C Shares) F Conversion Shares (as defined below) are held by Series F Holders, each Investor covenants to vote his or its shares in favor of at least three (3) directors (the "Series F Directors") designated by the holders of a majority of the Series F Conversion Shares held by the Series F Holders at each annual meeting of stockholders of the Corporation at which any director is elected or at the time of any written consent to action in lieu of any such meeting; PROVIDED, that (i) for so long as Electra (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for any stock splits, stock dividends, combinations, splits, recapitalizations combinations and the like with respect to such Series C Sharesother recapitalizations), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors Electra (or its assignee, provided such assignee is an Affiliate of Electra) shall have the nominating committee thereof), subject right to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), designate one (1) person of the directors (the "Electra Director") to be designated at any time and from time to time by the mutual consent holders of the Investors (an “Investor Designee”); provided thatSeries F Conversion Shares, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) for so long as Central Investment Holdings, Inc. ("CIH") (or its assignee) owns at least 213,360 Series F Conversion Shares (as such person number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), CIH (or its assignee, provided such assignee is not approved for nomination an Affiliate of CIH) shall have the right to designate one (1) of the directors to be designated by the Board holders of Directors the Series F Conversion Shares; and (iii) for so long as Toronto Dominion (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.its

Board Representation. (a) Subject at all times to Sections 2(b2(c) and 3(n) hereinbelow, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors Investor and their respective its Affiliates no longer beneficially own, collectively, own at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including 76,034,504 shares of voting common stock issued upon conversion of nonCommon Stock (on an as-voting common stock issued upon conversion of the Series C Shares) (converted basis and as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Sharesshares after the date hereof), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Company, two (2) persons designated at any time and from time to time by the Investor Designee if the Investors already have an Investor Designee serving as (each, a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting“40% Designee”). In the event that an Investor a 40% Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee director nominated by the Investors Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors Investor will provide the Company, in writing, the information about any Investor each 40% Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the InvestorsInvestor, and will cause any Investor each 40% Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Subject at all times to Sections 2(c) and 3(n) below, during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates no longer beneficially own at least 28,512,939 shares of Common Stock (on an as-converted basis and as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date hereof), the Company shall support the nomination of, and cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company, one (1) person designated at any time and from time to time by the Investor (a “15% Designee” and, together with the 40% Designees, the “Investor Designees”). In the event that the 15% Designee resigns his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another director nominated by the Investor as soon as reasonably practicable in compliance with applicable laws, rules and regulations. Investor will provide the Company, in writing, the information about the 15% Designee that is reasonably required by applicable law for inclusion in the Company’s proxy materials for meetings of stockholders promptly after the Company requests such information from the Investor, and will cause the 15% Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (c) Notwithstanding the provisions of Section Sections 2(a) and 2(b), the Investors Investor shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, policy or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof)Directors. The Company shall notify the Investors as soon as reasonably practicable Investor of any objection to an Investor Designee pursuant to this Section 2(b2(c) sufficiently in advance of the date on which the proxy materials related to any such designee are to be mailed by the Company in connection with such election of directors so as to enable the Investors Investor to propose a replacement Investor Designee in accordance with the terms of Section 2(a) or 2(b), as applicable. (d) Subject at all times to Section 3(n) below and the other limitations set forth in this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance Section 2(d), during the period beginning at the closing of the IPO until such time as the Investor and its Affiliates no longer beneficially own at least 19,008,626 shares of Common Stock (on an as-converted basis and as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the date on which hereof), the proxy Company shall invite one (1) designee of the Investor (an “Observer”) to attend all meetings of the Board of Directors and each committee thereof in a nonvoting observer capacity. In this respect, the Company shall give the Observer copies of all notices, minutes, consents, and other materials that it provides to its directors at substantially the same time and in the same manner as provided to such directors; provided, however, that the Observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided, further, that the Company reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof if (i) the Board of Directors determines based upon the advice of outside counsel that access to such information or attendance at such meeting is reasonably likely to adversely affect the attorney-client privilege between the Company and its counsel, or (ii) the Board of Directors determines in good faith and after consultation with the Company’s outside counsel that access to such information or attendance at such meeting is reasonably likely to result in a conflict of interest. With respect to any particular Observer, the Company’s obligations under this Section 2(d) are to be mailed by contingent upon such Observer’s (x) entering into a confidentiality agreement with the Company in connection with an Election Meeting a form that is reasonably acceptable to allow for inclusion the Company and the Investor and (y) agreeing to be bound by the Company’s xxxxxxx xxxxxxx and window policies then in effect and applicable to members of an Investor Designee in such proxy materialsthe Board of Directors.

Board Representation. From and after November 6, 1998, -------------------- the Investor shall be entitled to designate for election to the Company's Board of Directors one-half (a1/2) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until total number of directors then constituting the earliest entire Board, as such number of (a) directors shall be fixed from time to time pursuant to resolution adopted by the twelfth anniversary Company's Board of Directors; provided, however, that -------- ------- if, after the date hereof, the Investor, its affiliates, limited partners and associates cease to beneficially own an aggregate of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including 1,700,000 shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) Voting Class A Common Stock, par value $0.10 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares"Class A Common Stock"), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company Investor thereafter shall support be entitled to designate for election to the nomination of, and cause the Company's Board of Directors only one-third (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors 1/3) of the Company total number of directors then constituting the entire Board; and, provided, -------- further, that if the Investor, its affiliates, limited partners and ------- associates cease to beneficially own an aggregate of at each annual or special meeting least 1,000,000 shares of Class A Common Stock, the Company’s stockholders at which directors are Investor thereafter shall be entitled to be elected (an “Election Meeting”), designate only one (1) person designated at any time and from time for election to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Company's Board of Directors (it being understood that such entitlement to include designate one director shall terminate at such time as the Investor, its affiliates, limited partners and associates cease to beneficially own any shares of Class A Common Stock). Any person designated by the Investor for election to the Company's Board of Directors in accordance with the provisions of this Section 4.1 shall be included in the slate of nominees recommended nominees Section 4.1 to the Company’s stockholders designate for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if a number of persons greater than that set forth in the first sentence of this Section 4.1. The number and type of securities which the Investor, its affiliates, limited partners and associates (ior Xxxx Xxxxxxx, his wife, children and grandchildren, as the case may be) a majority of are required to beneficially own to be afforded the disinterested members of right to designate persons for election to the Company's Board of Directors reasonably shall be appropriately adjusted to reflect any stock split, reverse stock split, stock dividend, recapitalization or similar action. The parties acknowledge and in good faith determinesagree that, after consultation with for purposes of determining the Company’s outside legal counsel, that such person would not be qualified to serve as a director number of shares of Class A Common Stock or other securities of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved beneficially owned by the Board of Directors or (ii) such person is not approved for nomination Investor's limited partners, only those shares distributed by the Board of Directors (or Investor to the nominating committee thereof). The Company limited partners shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsconsidered."

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; [intentionally left blank] (b) From and after such time as the Investors criteria set forth in Section V.B.5(b) of the Company's Amended and their respective Affiliates Restated Certificate of Incorporation with respect to the election of directors by the Series F Holders are no longer beneficially ownsatisfied, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion for so long as 20% of the Series C Shares) F Conversion Shares (as defined below) are held by Series F Holders, each Investor covenants to vote his or its shares in favor of at least three (3) directors (the "Series F Directors") designated by the holders of a majority of the Series F Conversion Shares held by the Series F Holders at each annual meeting of stockholders of the Corporation at which any director is elected or at the time of any written consent to action in lieu of any such meeting; PROVIDED, that (i) for so long as Electra (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for any stock splits, stock dividends, combinations, splits, recapitalizations combinations and the like with respect to such Series C Sharesother recapitalizations), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors Electra (or its assignee, provided such assignee is an Affiliate of Electra) shall have the nominating committee thereof), subject right to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), designate one (1) person of the directors (the "Electra Director") to be designated at any time and from time to time by the mutual consent holders of the Investors Series F Conversion Shares, (ii) for so long as Central Investment Holdings, Inc. ("CIH") (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), CIH (or its assignee, provided such assignee is an “Investor Designee”); provided that, the Company Affiliate of CIH) shall have no obligation the right to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors designate one (1) of the Company an Investor Designee if directors to be designated by the Investors already have an Investor Designee serving as a director on the Board of Directors at the time holders of the Election Meeting Series F Conversion Shares; and (iii) for so long as Toronto Dominion (or its assignee) owns at least 213,360 Series F Conversion Shares (as such number may be adjusted appropriately for stock splits, stock dividends, combinations and other recapitalizations), Toronto Dominion (or its assignee, provided such assignee is an Affiliate) shall have the term(sright to designate one (1) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases directors to be a director for any reason, the vacancy will be filled designated by the election holders of the Series F Conversion Shares, PROVIDED, HOWEVER, that Toronto Dominion or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors Affiliate shall not be entitled to so designate any person as a nominee to the Board of Directors such director if (i) a majority exercising this right would be in violation of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.Bank Holding

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during For so long as the period beginning at the closing Investor holds 15% or more of the IPO until outstanding Common Shares, the earliest of Investor shall be entitled (abut not required) to designate one individual (the twelfth anniversary “Investor’s Nominee”), to be nominated and, if elected, to serve as a member of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted Board for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less a term expiring not earlier than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as next annual meeting of Shareholders at which directors of the Company at are to be elected provided that such Investor’s Nominee consents in writing to serve as a director and is, and remains, eligible under the Act to serve as a director. (b) For so long as the Investor holds 30% or more of the outstanding Common Shares, the Investor shall be entitled (but not required) to designate two Investor’s Nominees, each annual or special meeting to be nominated and, if elected, to serve as a member of the Board for a term expiring not earlier than the Company’s stockholders next annual meeting of Shareholders at which directors of the Company are to be elected provided that the Investor’s Nominee consents in writing to serve as a director and is, and remains, eligible under the Act to serve as a director. (c) For greater certainty, either Section 5.1(a) or Section 5.1(b) may apply, but not Section 5.1(a) and (b) concurrently. (d) The Company shall take all reasonable steps as may be necessary to appoint the Investor’s Nominees to the Board pursuant to Section 5.1(a) or (b) upon the request of the Investor. (e) At the first annual meeting of Shareholders following the end of the term of an Investor’s Nominee, at which directors of the Company are to be elected, and at each meeting of Shareholders thereafter at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided thatelected, the Company shall have no obligation cause each Investor’s Nominee to support the nomination of or cause the Board of Directors to include be included in the slate of nominees recommended proposed by the Company to the Company’s stockholders Shareholders for election as directors. (f) The Company shall use commercially reasonable efforts to cause the election of each Investor’s Nominee, including soliciting proxies in favour of the election of each Investor’s Nominee. (g) The Company shall notify the Investor in writing promptly upon determining the date of any meeting of the Shareholders at which directors of the Company an are to be elected and the Investor Designee if shall advise the Investors already have an Investor Designee serving as a director on Company and the Board of Directors at the time name of the Election Meeting Investor’s Nominees within 10 Business Days after receiving such notice. (h) If the Investor does not advise the Company and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor’s Nominees within the time set forth in Section 5.1(g), then the Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by deemed to have designated its incumbent nominees for nomination for election at the election or appointment relevant meeting of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyShareholders. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified If an Investor Nominee ceases to serve hold office as a director of the Company under for any applicable law reason, the Investor shall be entitled to nominate an individual to replace him or her and the Company shall promptly take all steps as may be necessary to appoint such individual to the Board to replace the Investor’s Nominee who has ceased to hold office. (including requirements of fiduciary duties under applicable law), rule or regulation, rule j) For so long as an Investor’s Nominee serves as a member of the stock exchange Board, such Investor’s Nominee shall be eligible to serve on which any committee of the CompanyBoard provided that such Investor’s shares are listed, Nominee satisfies the Bylaws or any policy, or guidelines previously approved eligibility criteria for such committee as determined by the Board or an authorized committee thereof from time to time, the rules of Directors the TSXV and applicable corporate laws and Securities Laws. Notwithstanding the Investor Nominees’ eligibility, committee membership shall be in the sole discretion of the Board. (k) If the size of the Board is increased or decreased from the current four directors, the Investor’s nomination rights under this Section 5.1 shall be adjusted such that the Investor shall thereafter be entitled to nominate that number of directors which is nearest 40% of the seats without exceeding 50% of the Board members if the Investor holds 30% or more of the outstanding Common Shares or 20% of the seats if the Investor holds at least 15% but less than 30% of the outstanding Common Shares. (l) Upon expiration of the nomination rights under Section 5.1(a) or (ii) such person is not approved for nomination b), the Investor shall, if so requested by the Company, forthwith use commercially reasonable efforts cause the Investor’s Nominees then elected or appointed to the Board of Directors (or to resign and the nominating committee thereof). The Company shall notify thereafter have no further entitlement as of right to nominate an individual to the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee Board in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsSection 5.1.

Board Representation. At each annual meeting of the stockholders of the Company, or at any meeting of the stockholders of the Company at which members of the Board of Directors are to be elected, or whenever members of the Board of Directors are to be elected by written consent, each Stockholder shall vote all of its shares of Voting Stock and shall take all other necessary, desirable and reasonable actions within its control (whether in such Stockholder's capacity as a stockholder of the Company or otherwise, and including, without limitation, attendance at meetings or in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), the Independent Committee agrees to direct the members of the Voting Trust to vote their shares of Voting Stock, and the Company shall take all necessary, desirable and reasonable actions within its control (including, without limitation, calling special Board of Directors and stockholder meetings), in each instance so as (1) to elect the director, if any, designated by Gannett Co., Inc. ("Gannett") in accordance with Section 2.2, but only if the number of the members of the Board of Directors is increased in accordance with Section 2.2 and applicable laws; and (2) to elect: (a) Subject at all times to Sections 2(b(i) and 3(nfive (5) herein, during the period beginning at the closing members of the IPO until the earliest Board of Directors designated by Two Way so long as Two Way owns at least thirty-seven percent (a37%) the twelfth anniversary of the date Company's capital stock (as calculated using the formula in Section 1.2); or (ii) four (4) members of the closing Board of Directors designated by Two Way so long as Two Way owns less than thirty-seven percent (37%) but at least twenty-seven percent (27%) of the IPOCompany's capital stock (as calculated using the formula in Section 1.2); or (iii) three (3) members of the Board of Directors designated by Two Way so long as Two Way owns less than twenty-seven percent (27%) but at least twenty percent (20%) of the Company's capital stock (as calculated using the formula in Section 1.2); or; (iv) two (2) members of the Board of Directors designated by Two Way so long as Two Way owns less than twenty percent (20%) but at least thirteen percent (13%) of the Company's capital stock (as calculated using the formula in Section 1.2); or; (v) one (1) member of the Board of Directors designated by Two Way so long as Two Way owns less than thirteen percent (13%) but at least five percent (5%) of the Company's capital stock (as calculated using the formula in Section 1.2); and (b) such time four members of the Board of Directors designated by IN Committee. The purpose and intent of this Section 1.1 and of Section 2.2 is to allow Two Way to designate a maximum of five out of nine of the Company's Board of Directors; to allow the IN Committee to designate a maximum of four out of nine of the Company's Board of Directors; and to allow Gannett to designate a director only if the number of directors is increased in accordance with Section 2.2 and applicable law. Notwithstanding the foregoing, if the number of members of the Board of Directors is changed to more or less than nine in accordance with Section 2.2(a) below, the number of members of the Board of Directors that Two Way and the IN Committee may select at each level of percentage ownership of the Company's capital stock under Sections 1.1(a)(i) through 1.1(a)(v) (in the case of Two Way) and Section 1.1(b) (in the case of the IN Committee) shall be proportionately increased if the number of members of the Board of Directors is increased and proportionately decreased if the number of members of the Board is decreased, in each case rounded to the nearest whole number. By way of example, and not by way of limitation, if the number of members of the Board of Directors is increased to twelve, Two Way would have the right at each level of percentage ownership to select the number of directors set forth in Sections 1.1(a)(i) through 1.1(a)(v) multiplied by 11/3 (determined by dividing 12 by 9), as follows: seven members if Two Way owns at least 37% of the Investors Company's capital stock, five directors if it owns less than 37% but at least 27% of the Company's capital stock, four members if it owns less than 27% but at least 20% of the Company's capital stock, three members if it owns less than 20% but at least 13% of the Company's capital stock, and their respective Affiliates one member if it owns less than 13% but at least 5% of the Company's capital stock. If the number of members of the Board of Directors is increased by two in accordance with Section 2.2(b) to accommodate a director designated by Gannett, the number of directors that Two Way may select shall be increased by one provided that Two Way owns at least 37% of the Company's capital stock and provided further that, if Two Way owns less than 37% of the Company's capital stock, Two Way shall not be entitled to select any additional directors if the number of members of the Board of Directors is increased to accommodate a director designated by Gannett. If any director selected by Gannett no longer beneficially ownserves on the Board of Directors for any reason, collectivelyincluding such director's resignation, at least 7,500,000 Series C Shares removal, or death, Two Way shall immediately remove from the equivalent Board of Directors the director that Two Way was entitled to designate by virtue of Gannett asserting its right to select a director. In no event shall Two Way be entitled to select any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion member of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary Board of the IPO, such time as the Investors collectively hold Directors if it owns less than 5% of the as-converted securities of Company's capital stock, as calculated using the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include formula in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallySection 1.2. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by the Board of Directors or (ii) such person is not approved for nomination by the Board of Directors (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materials.

Board Representation. (a) Subject The Corporation and the Stockholders shall take such corporate actions as may be required to ensure that (i) the number of directors constituting the Board is at all times to Sections 2(bat least seven (7), and (ii) the presence of four directors (including one director nominated under Section 2.1(b)(i) and 3(none director nominated under Section 2.1(b)(ii)(A)) herein, during the period beginning at the closing is required to constitute a quorum of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company, the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyBoard. (b) Notwithstanding Subject to Section 2.1(e) below and Section 6(b) of Article Fourth of the provisions of Section 2(a)Charter, the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if applicable: (i) for so long as at least 356,012 shares of Series F Preferred Stock (as adjusted for stock splits, dividends and the like) remain outstanding, the holders of a majority of the disinterested members of Series F Preferred Stock, voting as a separate class, shall be entitled (A) to elect one individual nominated by TCV to the Board to serve as director, who initially shall be Xxxxx Xxxx (the “TCV Director”) until his respective successor is elected and qualified, (B) to elect each successor to the TCV Director as nominated by TCV, and (C) to direct the removal from the Board of Directors reasonably any director nominated under the foregoing clauses (A) or (B); (ii) for so long as at least 681,597 shares of Series E Preferred Stock (as adjusted for stock splits, dividends and the like) remain outstanding, the holders of a majority of the Series E Preferred Stock, voting as a separate class, shall be entitled to elect two (2) directors as follows: (A) Battery Ventures VIII, L.P. shall be entitled, for so long as such Stockholder and its Affiliates continue to own beneficially at least fifty percent (50%) of the shares of Series E Preferred Stock purchased by such Stockholder on the Series E Original Issue Date (as defined in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified Charter): (1) to nominate one individual to the Board to serve as a director of director, who initially shall be Xxxxxxx Xxxxx (the Company under any applicable law “Battery Director”) until his respective successor is elected and qualified, (including requirements of fiduciary duties under applicable law)2) to nominate the successor to the Battery Director, rule or regulation, rule of and (3) to direct the stock exchange on which the Company’s shares are listed, the Bylaws or any policy, or guidelines previously approved by removal from the Board of Directors any director nominated under the foregoing clauses (1) or (ii2); and (B) Scale Venture Partners III, L.P. shall be entitled, for so long as such person Stockholder and its Affiliates continue to own beneficially at least fifty percent (50%) of the shares of Series E Preferred Stock purchased by such Stockholder on the Series E Original Issue Date: (1) to nominate one individual to the Board to serve as director, who initially shall be Xxxx X’Xxxxxxxx (the “Scale Director”) until his respective successor is not approved for nomination by elected and qualified, (2) to nominate the successor to the Scale Director, and (3) to direct the removal from the Board of Directors any director nominated under the foregoing clauses (1) or the nominating committee thereof(2). The Company To the extent that either of clauses (A) and (B) above shall notify the Investors as soon as reasonably practicable of not be applicable, any objection to an Investor Designee pursuant to this Section 2(b) as to enable the Investors to propose a replacement Investor Designee director who would otherwise have been designated in accordance with the terms thereof shall instead be nominated and elected by the holders of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance a majority of the date on shares of Series E Preferred Stock then outstanding. (iii) the holder(s) of a majority of all shares of Common Stock shall be entitled: (A) to nominate two individual(s) to the Board to serve as directors, who initially shall be Xxxxx Xxxxxx and Xxxxx Xxxxxxx (the “Common Stockholder Directors”) until their respective successors are elected and qualified, (B) to nominate each successor to the Common Stockholder Directors, and (C) to direct the removal from the Board of any director nominated under the foregoing clauses (A) or (B); and (iv) at each election of directors in which the proxy materials holders of Common Stock and holders of Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect directors of the Corporation, the Stockholders shall vote all of their respective Shares so as to elect individuals acceptable to and designated by mutual agreement of each of the other members then serving on the Corporation’s Board (the “Joint Directors”). Initially, the Joint Directors shall be mailed Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxxx. For the avoidance of doubt, the holders of Series A Preferred Stock and Series B Preferred Stock shall not, as a single, separate class, be entitled to nominate an individual to the Board to serve as a director. (c) One authorized representative of Greenspring shall be entitled to attend each meeting of the Board as an observer and shall be given timely notice of the Board meeting in the same manner and at the same time that the directors of the Corporation are given notice of such meeting; provided that the Board, acting in the best interest of the Corporation or upon the advice of corporate legal counsel, may, in its sole discretion, exclude any such observer from any meeting or portion thereof (including, without limitation, in order to protect confidential information not known by the Company observer or to protect the attorney-client privilege). Such observer shall receive the same written information (including, without limitation, reports, financial statements and notices, but excluding any written information that may breach or waive a privilege) as is provided to the directors in connection with such meeting; provided further that such observer shall enter into a confidentiality and non-disclosure agreement acceptable to the Corporation if not already subject to such agreement. (d) In the event that (A) TCV and/or its Affiliates continues to own any Series F Investor Shares or Series G Investor Shares, (B) Battery Ventures VIII, L.P. and/or its Affiliates continues to own any Series E Investor Shares or Series G Investor Shares, and/or (C) Scale Venture Partners III, L.P. and/or its Affiliates continues to own any Series E Investor Shares or Series G Investor Shares, but such Stockholder is no longer entitled to designate such director set forth above in Section 2.1(b)(i) and/or (ii), as applicable, one authorized representative of such Stockholder shall be entitled to attend each meeting of the Board as an Election Meeting observer and shall be given timely notice of the Board meeting in the same manner and at the same time that the directors of the Corporation are given notice of such meeting; provided that the Board, acting in the best interest of the Corporation or upon the advice of corporate legal counsel, may, in its sole discretion, exclude any such observer from any meeting or portion thereof (including, without limitation, in order to allow for inclusion protect confidential information not known by the observer or to protect the attorney-client privilege). Each such observer shall receive the same written information (including, without limitation, reports, financial statements and notices, but excluding any written information that may breach or waive a privilege) as is provided to the directors in connection with such meeting; provided further that each such observer shall enter into a confidentiality and non-disclosure agreement acceptable to the Corporation if not already subject to such agreement. (e) Each nomination or any proposal to remove from the Board any director shall be made by delivering to the Corporation a notice signed by the party or parties entitled to such nomination or proposal. As promptly as practicable, but in any event within ten (10) days, after delivery of an Investor Designee such notice, the Corporation shall take or cause to be taken such corporate actions as may be reasonably required to cause the election or removal proposed in such proxy materialsnotice. Such corporate actions may include calling a meeting or soliciting a written consent of the Board, or calling a meeting or soliciting a written consent of the Stockholders. Any director of the Corporation may be removed from the Board in the manner allowed by law and the Charter and By-Laws of the Corporation, but with respect to any director nominated pursuant to this Section 2.1, notwithstanding Section 141(k) of the General Corporation Law of the State of Delaware, such director shall be removed only upon a good faith determination that such director’s continued service on the Board would not be in the best interests of the Corporation and its stockholders, and, provided further, that the Stockholders agree not to exercise their right to remove such director solely as a result of such director’s nomination by a specific Stockholder. Notice of any proposal to remove a director from the Board pursuant to the preceding sentence shall be delivered to the director to be removed at least two (2) business days prior to the taking of the corporate action to effect such removal. (f) The Corporation shall execute and deliver a Director Indemnification Agreement in favor of any other Persons who shall become directors after the date hereof.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing If any of the IPO until the earliest of (aPersons named in Bye-Law 2A(7)(d) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities of the Company's Bye- Laws, the Company together with such Person's Affiliates, shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time reduce its Common Share holdings in the Company to less than 880,000 Common Shares (adjusted, as appropriate, for stock splits or bonus issuances, reverse stock splits or consolidations, reclassifications, stock dividends or similar transactions) by reason of a transfer (or series of transfers) to an Original New Investor (or an Affiliate thereof) of 880,000 or more Common Shares, then in such circumstances the holders of the Class B Shares shall take such action as they can (exercising commercially reasonable efforts) to (i) amend Bye-Law 2A(7)(d) to provide that the director (and from time to time alternate director) formerly appointed by such Person shall instead be appointed by the mutual consent of the Investors Original New Investor (an “Investor Designee”); provided thator its Affiliate) that acquires such Common Shares, the Company in which event such party's appointment rights shall have no obligation also be subject to support the nomination of or this Section 2.4, and (ii) cause the Board of Directors current director (and alternate director) appointed by such Person to include in be replaced by the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) appointee of such Original New Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that (or an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generallyAffiliate thereof). (b) Notwithstanding If any of the provisions Persons named in Bye-Law 2A(7)(d) of the Company, together with such Person's Affiliates, shall at any time reduce its Common Share holdings to less than 880,000 Common Shares (adjusted as appropriate, for stock splits or bonus issuances, reverse stock splits or consolidations, reclassifications, stock dividends or similar transactions) by reason of a transfer to which Section 2(a2.4(a) does not apply, then the holders of the Class B Shares shall take such action as they can (exercising commercially reasonable efforts) to (i) amend Bye-Law 2A(7)(d) to provide that the director (and alternate director) formerly appointed by such Person shall instead be appointed by one or more of the holders of Class B Shares selected by the Required Holders, and (ii) cause the current director (and alternate director) appointed by such Person to be replaced by the appointee of one or more of the holders of Class B Shares selected by the Required Holders, provided that the selection of such holder(s) of Class B Shares must be made in a manner that does not cause the Company to breach the representations made in Section 8.3(c) or (e). (c) A resolution described in Bye-Law 2A(7)(e) of the Company, providing for the amendment of the number of votes to which directors of the Company are entitled, may be approved by holders of a majority of the Class B Shares held by New Investors shall not be entitled to designate any person as who are "U.S. persons" within the meaning of section 957(c) of the Code (a nominee to the Board of Directors "U.S. Majority") only if (i) the U.S. Majority has made its determination with respect to the Company's status as a majority "controlled foreign corporation" for U.S. federal income tax purposes (a "CFC") based on advice of the disinterested members of the Board of Directors reasonably a nationally recognized U.S. law firm and in good faith determines, after consultation with Providence and Spectrum, and (ii) the Company’s outside legal counselamendment of the number of votes to which directors are entitled is determined in accordance with the following principles: (A) If the U.S. Majority determines that the amendment is reasonably necessary to prevent either Providence or Spectrum from being considered a "United States shareholder" (within the meaning of section 951(b) of the Code), then the voting rights of any director appointed by such Person (but not the other Person except to the extent necessary to prevent such other Person from being considered a "U.S. shareholder" (within the meaning of section 951(b) of the Code)) shall be reduced by increasing the number of votes the other directors are entitled to cast until Providence and Spectrum would reasonably be expected not to be considered a "United States shareholder" (within the meaning of section 951(b) of the Code); provided that without such person would Person's consent the voting rights of any director appointed by such Person shall not be qualified reduced pursuant to serve this Section 2.4(c)(A) to the extent such reduction would cause such Person to own (directly and by attribution) less than 9.8% of the total combined voting power of all classes of stock entitled to vote within the meaning of Section 951(b) of the Code). (B) If the U.S. Majority determines that the amendment is reasonably necessary to prevent Xxxxx and BV from being treated as a director owning (directly and by attribution) individually or in the aggregate more than 50% of the total combined voting power of all classes of shares of the Company under any applicable law entitled to vote (including requirements within the meaning of fiduciary duties under applicable lawsection 957(a)(1) of the Code), rule or regulation, rule then the voting rights of the stock exchange on which directors appointed by Xxxxx and BV shall be reduced by increasing the Company’s shares number of votes other directors (excluding those appointed by New Investors who are listed, "U.S. persons" within the Bylaws or any policy, or guidelines previously approved meaning of section 957(c) of the Code) are entitled to cast by the Board least number necessary such that, following such reduction, Xxxxx and BV would no longer reasonably be expected to be treated as owning (directly and by attribution) individually or in the aggregate more than 50% of Directors the total combined voting power of all classes of shares of the Company entitled to vote (within the meaning of section 957(a)(1) of the Code). (C) If due to a change in law or circumstance the U.S. Majority determines that it would be possible to (i) reverse (in whole or in part) any reduction in the number of votes cast by directors appointed by Providence or Spectrum pursuant to clause (A) hereof or (ii) reapportion votes from directors appointed by Xxxxx and BV to the directors appointed by Providence and Spectrum, in each case without causing the Company to become a CFC, then the New Investors who are "U.S. persons" within the meaning of section 957(c) of the Code shall adopt a resolution pursuant to Bye-Law 2A(7)(e) of the Company providing for the voting rights of the directors appointed by Providence and Spectrum to be so increased (but not to the extent that the voting rights of the directors appointed by Providence and Spectrum would exceed the voting rights of the directors appointed by Xxxxx and BV). (D) If due to a change in law or circumstance the U.S. Majority determines that it would be possible to reverse (in whole or part) a prior adjustment to the votes of the directors pursuant to clause (B) hereof without causing Xxxxx and BV to be treated as owning (directly and by attribution) in the aggregate more than 50% of the total combined voting power of all classes of shares of the Company entitled to vote (within the meaning of section 957(a)(1) of the Code), then the New Investors who are "U.S. persons" within the meaning of section 957(c) of the Code shall adopt a resolution pursuant to Bye-Law 2A(7)(e) of the Company providing for an adjustment to the votes of the directors that effects such person reversal. (E) In no event shall any such amendment reduce the proportionate number of votes to which any director appointed by a New Investor who is not approved for nomination by a "U.S. person" within the Board meaning of Directors section 957(c) of the Code is entitled in relation to the total number of votes to which all of the directors are entitled on the date hereof (or the nominating committee thereof). The Company shall notify the Investors as soon as reasonably practicable of without taking into account any objection to an Investor Designee changes made pursuant to this Section 2(b) as 2.4(c)), unless such reduction is consented to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsNew Investor.

Board Representation. (a) Subject at all times to Sections 2(b) and 3(n) herein, during the period beginning at the closing At each annual meeting of the IPO until the earliest of (a) the twelfth anniversary of the date of the closing of the IPO; (b) such time as the Investors and their respective Affiliates no longer beneficially own, collectively, at least 7,500,000 Series C Shares or the equivalent of any successor securities issued upon conversion of such Series C Shares (including shares of voting common stock issued upon conversion of non-voting common stock issued upon conversion of the Series C Shares) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such Series C Shares), or (c) following the third year anniversary of the IPO, such time as the Investors collectively hold less than 5% of the as-converted securities stockholders of the Company, or at any meeting of the Company shall support the nomination of, and cause the Board of Directors (or the nominating committee thereof), subject to the requirements of fiduciary duties under applicable law, to recommend and include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company at each annual or special meeting of the Company’s stockholders at which directors are to be elected (an “Election Meeting”), one (1) person designated at any time and from time to time by the mutual consent of the Investors (an “Investor Designee”); provided that, the Company shall have no obligation to support the nomination of or cause the Board of Directors to include in the slate of nominees recommended to the Company’s stockholders for election as directors of the Company an Investor Designee if the Investors already have an Investor Designee serving as a director on the Board of Directors at the time of the Election Meeting and the term(s) of such Investor Designee(s) as a director on the Board of Directors does not expire at such Election Meeting. In the event that an Investor Designee resigns from his or her seat on the Board of Directors or is removed or otherwise fails to become or ceases to be a director for any reason, the vacancy will be filled by the election or appointment of another Investor Designee nominated by the Investors as soon as reasonably practicable in compliance with applicable laws, rules and regulations. The Investors will provide the Company, in writing, the information about any Investor Designee that is reasonably required by applicable law promptly after the Company requests such information from the Investors, and will cause any Investor Designee to submit on a timely basis to the Company a completed and executed questionnaire in the form that the Company provides to its outside directors generally. (b) Notwithstanding the provisions of Section 2(a), the Investors shall not be entitled to designate any person as a nominee to the Board of Directors if (i) a majority of the disinterested members of the Board of Directors reasonably and in good faith determines, after consultation with the Company’s outside legal counsel, that such person would not be qualified to serve as a director of the Company under any applicable law (including requirements of fiduciary duties under applicable law), rule or regulation, rule of the stock exchange on which the Company’s shares are listed, the Bylaws or any policyto be elected, or guidelines previously approved by whenever members of the Board of Directors are to be elected by written consent, the Founders and the Investors agree to vote or act with respect to all shares of voting capital stock of the Company registered in their respective names or beneficially owned by them as of the date hereof and any and all other securities of the Company legally or beneficially acquired by each Investor after the date hereof so as to elect: (iia) such person is not approved for nomination by two designees of the Common Stock (the "Common Holders") that shall initially be Perry Fell and Xxxx Xxxxxxx; (b) one (1) member of the Company's Board of Directors designated by Xxxx Xxxx and Xxxxxxxx Xxxxxxxxx (the "Hellströms"), that shall initially be Xxxx Xxxx Xxxxxxxxx; (c) one (1) member of the Company's Board of Directors designated by Olympic Venture Partners or its affiliates ("OVP") so long as OVP owns at least 500,000 shares of the nominating committee thereofCompany's Series A Preferred Stock; (d) one (1) member of the Company's Board of Directors designated by Sofinnova Venture Partners or its affiliates ("SVP") so long as SVP owns 500,000 shares of the Company's Series A Preferred Stock; (e) one (1) member of the Company's Board of Directors designated by Bank of America Ventures ("Bank of America Ventures"). The Company shall notify ; so long as Bank of America Ventures owns 500,000 shares of the Investors as soon as reasonably practicable Company's Series B Preferred Stock and (f) one (1) independent member of any objection the Company's Board of Directors designated by the holders of a majority of Series B Preferred Stock that do not otherwise have the right to an Investor Designee designate a director pursuant to this Section 2(b) as 1.1 (the "Series B Holders"), provided, however, that such member shall be reasonably acceptable to enable the Investors to propose a replacement Investor Designee in accordance with the terms of this Agreement. The Investors shall use reasonable best efforts to propose an Investor Designee sufficiently in advance of the date on which the proxy materials are to be mailed by the Company in connection with an Election Meeting to allow for inclusion of an Investor Designee in such proxy materialsCompany.