Common use of Board Representatives Clause in Contracts

Board Representatives. Subject to the limitations set forth in this Section 10, the Boise Majority Holders shall have the right to designate not less than the Boise Applicable Number of representatives for election to the Board of the Company (individually a “Boise Board Representative” and collectively the “Boise Board Representatives”) and the Aldabra Majority Holders shall have the right to designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company (individually an “Aldabra Board Representative” and collectively the “Aldabra Board Representatives”); provided that (x) from time to time, the Boise Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Boise Applicable Number including, if the Boise Majority Holders so elect, zero representatives), and any such election by the Boise Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Boise Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Boise Majority Holders from fully exercising their rights under this Section 10 and (y) from time to time, the Aldabra Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Aldabra Applicable Number including, if the Aldabra Majority Holders so elect, zero representatives), and any such election by the Aldabra Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Aldabra Majority Holders from fully exercising their rights under this Section 10. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:

Board Representatives. Subject (a) During the period beginning on the date of this Agreement and ending on the later of (i) the end of the Maintenance Period and (ii) the expiration of the current terms of the MGA Agreements and the Reinsurance Agreement (as set forth therein, including as a result of the termination of such agreements) (the later of (i) and (ii), the “Representation Expiration Date”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the limitations Company (A) one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director (such individuals, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. Each of Xxxx Xxx Xxxx and Xxxxx Xxxxxx shall be a Board Nominee for purposes of this Agreement, including Section 2(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (b) If the Investor is no longer entitled to two (2) Board Nominees in accordance with the foregoing Section 2(a), then so long as the Investor continues to own the Minimum Ownership Amount, at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), the Investor shall have the right to recommend to the Company one individual to serve as a Class I director of the Company as a Board Nominee; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphs, the Investor will be given a reasonable opportunity to select another individual to serve as Board Nominee. If any Board Nominee is not elected by the stockholders at any annual meeting held during the period in which the Investor is entitled to Board Nominees pursuant to the foregoing Section 2(a) or 2(b), then as soon as practicable after the annual meeting, the applicable Board Nominee (or such other person acceptable to the Investor and the Board) shall be appointed as a director by the Board promptly following such annual meeting to the same class as the applicable Board Nominee were originally nominated for. In addition, if a vacancy is created on the Board as a result of the death, disability, retirement, resignation (other than a resignation required by Section 2(h)) or removal of a Board Nominee, then the Investor shall have the right to recommend such person’s replacement to be appointed to the same class as the applicable Board Nominee prior to the next annual meeting of stockholders, which recommendation shall be considered in good faith by the Board. For the avoidance of doubt, each reference in this Section 2(d) to “annual meeting” shall also be deemed a reference to a special meeting held in lieu of an annual meeting during the period in which the Investor is entitled to Board Nominees pursuant to this Agreement. (d) For so long as the Investor has the right to nominate any nominee(s) for election as a Class I or Class II director pursuant to this Section 2 (subject to the provisos in Section 2(a) and 2(b) above), the Company shall nominate such nominee(s) for election as a director as part of the applicable slate that is included in the proxy statement (or consent solicitation or similar document) of the Company (or such other person) relating to the election of directors, and shall provide the highest level of support for the election of such nominee(s), as the case may be, as it provides to any other individual standing for election as a director of the Company (or such other person) as part of the Company’s (or such other person’s) slate of directors. (e) For so long as there is a Board Nominee, except as may be prohibited by applicable law or regulation, there shall be a Board Nominee on each committee (other than the audit committee) of the Board. (f) Each Board Nominee will be governed by, and entitled to, the same obligations and protections as all other directors of the Company, including, without limitation, indemnification and exculpation, obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other customary governance matters and protections regarding customary liability insurance for directors and officers. The Company shall use best efforts to ensure that each Board Nominee is covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as in effect as of the date of this Agreement. (g) Notwithstanding anything to the contrary herein, the Investor’s right to recommend the Board Nominee(s) pursuant to Section 2(a) and 2(b) and all related rights of the Investor and obligations of the Company set forth in this Section 102 shall terminate immediately upon the termination of the Reinsurance Agreement and the MGA Agreements (notwithstanding any continuing provisions in Section 4.05 of the Reinsurance Agreement or Section 14.9 of the MGA Agreements) at any time prior to the five (5) year anniversary of the consummation of the Company IPO. (h) In the event (i) the Representation Expiration Date shall occur, (ii) the Boise Majority Holders Investor fails to maintain the Minimum Ownership Amount or (iii) this Agreement terminates pursuant to Section 2(g), then each Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation; provided, however, if two Board Nominees are on the Board and the Investor continues to have the right to designate not one Board Nominee pursuant to Section 2(b), then only the current Class II Board Nominee shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation. The Investor agrees to cause the Board Nominees to resign from the Board if the Board Nominees fail to resign if and when contemplated by this Section 2(h). (i) On and as of the date on which the Investor owns less than the Boise Applicable Number Minimum Ownership Amount for any reason other than solely dilution resulting from the issuance of representatives for election to additional Common Stock by the Board Company where the Investor has not sold more than 35% of the Company shares of Common Stock held by the Investor following the date of this Agreement (individually a “Boise Board Representative” or, if earlier terminated pursuant to Section 2(g), on and collectively the “Boise Board Representatives”) and the Aldabra Majority Holders shall have the right to designate not less than the Aldabra Applicable Number as of representatives for election to the Board such termination date), all of the Company (individually an “Aldabra Board Representative” and collectively the “Aldabra Board Representatives”); provided that (x) from time to time, the Boise Majority Holders may elect to designate any lesser number of representatives for election to the Board nomination rights of the Company (e.g., a number of representatives less than the Boise Applicable Number including, if the Boise Majority Holders so elect, zero representatives), and any such election by the Boise Majority Holders to designate any lesser number of representatives shall Investor set forth in no event operate as a waiver of their right hereunder to thereafter designate not less than the Boise Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Boise Majority Holders from fully exercising their rights under this Section 10 2 shall terminate in full and (y) from time to timebe of no further force or effect, regardless of any increase in the Aldabra Majority Holders may elect to designate any lesser number amount of representatives for election to Common Stock that the Board of the Company (e.g., a number of representatives less than the Aldabra Applicable Number including, if the Aldabra Majority Holders so elect, zero representatives), and any Investor owns after such election by the Aldabra Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Aldabra Majority Holders from fully exercising their rights under this Section 10. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:date.

Board Representatives. Subject In the event Lender shall become the holder of shares representing 20% or more of the voting power of PDGE, whether as a result of the conversion of any Loan or the exercise of any Warrant, in whole or in part, or otherwise, the PDGE Debtor Parties shall take such action as may be necessary to include on the Board of Directors of PDGE, at Lender's option and request, one or more directors nominated and appointed by Lender, such directors to hold office until the next annual meeting of shareholders of PDGE at which directors are to be elected. Further, the failure of the Board of Directors of PDGE to nominate any nominee proposed by Lender for election at such annual meeting or any other meeting at which directors are to be elected shall constitute an Event of Default. The number of directors to be appointed by Lender shall reflect, as nearly as possible, a percentage of the entire membership of the Board of Directors of PDGE represented by Lender's nominees equal to the limitations set forth in this Section 10, the Boise Majority Holders percentage of PDGE's then issued and outstanding shares represented by all shares of common stock of PDGE owned by Lender. The director(s) shall have the right to designate not less than the Boise Applicable Number of representatives for election be appointed to the Board of Directors by the Company existing members of the Board of Directors within six (individually 6) Business Days of Lender's demand for such director(s) appointment delivered to PDGE. The Bylaws of PDGE shall provide at all times for a “Boise Board Representative” and collectively sufficient number of authorized directors to accommodate the “Boise Board Representatives”) and the Aldabra Majority Holders shall have the right to designate not less than the Aldabra Applicable Number of representatives for election appointment to the Board of Directors of the Company (individually an “Aldabra directors to be nominated by Lender which may represent up to a majority of the entire Board Representative” and collectively the “Aldabra Board Representatives”); provided that (x) of Directors as constituted from time to time. The obligations of the PDGE Debtor Parties hereunder shall survive any repayment of the Loan occurring by reason of the conversion thereof into shares of common stock of PDGE but not any repayment for cash. The obligations of the PDGE Debtor Parties hereunder shall be specifically enforceable by Lender, it being agreed that no adequate remedy at law shall exist for the Boise Majority Holders may elect breach of their obligation to designate any lesser number of representatives for election cause Lender to be afforded representation on the Board of the Company (e.g., a number Directors of representatives less than the Boise Applicable Number including, if the Boise Majority Holders so elect, zero representatives), and any such election by the Boise Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Boise Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Boise Majority Holders from fully exercising their rights under this Section 10 and (y) from time to time, the Aldabra Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Aldabra Applicable Number including, if the Aldabra Majority Holders so elect, zero representatives), and any such election by the Aldabra Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Aldabra Majority Holders from fully exercising their rights under this Section 10. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:PDGE.

Board Representatives. Subject (a) Minority Board Representative. Following the Closing, if Buyer, Xxxxxx X. Xxxxx and its or their controlled Affiliates, Principals and Family Group members collectively own ten percent (10%) or more of the outstanding shares of the Common Stock (counting for such purposes all Conversion Shares and Convertible IFMI LLC Units as outstanding shares of the Common Stock) as of the record date of a Meeting, then: i. Buyer shall be entitled to designate one (1) individual (the “Minority Board Representative”) to stand for election to the limitations set forth in this Section 10Board of Directors at such Meeting; provided, however, that such Minority Board Representative shall have satisfied all of the requirements applicable to the Directors under applicable Law, the Boise Majority Holders Articles of Incorporation, the Bylaws and any customary director qualification standards in effect as of the Effective Date and disclosed to Buyer or adopted by the Board of Directors after the Closing; and ii. the Board of Directors shall (i) nominate such Minority Board Representative for election to the Board of Directors at such Meeting; (ii) recommend to the Company’s stockholders the election of the Minority Board Representative at such Meeting; and (iii) solicit proxies for such Minority Board Representative in connection with such Meeting to the same extent as it does for any of its other nominees to the Board of Directors. (b) Upon any Minority Board Representative’s death, resignation, retirement, disqualification or removal from office as a Director (including by failure to elect or re-elect), if there is a vacancy on the Board of Directors as a result of such occurrence, then: i. Buyer shall have the right to designate not less than the Boise Applicable Number successor for such Minority Board Representative; provided, however, that such successor shall have satisfied all of representatives for election the requirements applicable to the Directors under applicable Law, the Articles of Incorporation, the Bylaws and any customary director qualification standards in effect as of the Effective Date and disclosed to Buyer or adopted by the Board of Directors after the Company (individually a “Boise Board Representative” and collectively the “Boise Board Representatives”) and the Aldabra Majority Holders shall have the right to designate not less than the Aldabra Applicable Number of representatives for election to Closing; and ii. the Board of Directors take all necessary actions to fill the Company (individually an “Aldabra Board Representative” and collectively the “Aldabra Board Representatives”); provided that (x) from time to time, the Boise Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Boise Applicable Number including, if the Boise Majority Holders so elect, zero representatives), and any vacancy resulting therefrom with such election by the Boise Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Boise Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Boise Majority Holders from fully exercising their rights under this Section 10 and (y) from time to time, the Aldabra Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Aldabra Applicable Number including, if the Aldabra Majority Holders so elect, zero representatives), and any such election by the Aldabra Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Aldabra Majority Holders from fully exercising their rights under this Section 10. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:successor.

Board Representatives. Subject (a) The Designating Lender shall be entitled to appoint two (2) members of the Holdings’ Board of Directors as soon as practical after the First Amendment Effective Date. If not provided to the limitations set forth Borrower on or prior to the execution of the First Amendment, as soon as practical after the First Amendment Effective Date, the Designating Lender as of the First Amendment Effective Date shall provide to the Nominating and Corporate Governance Committee of the Board of Directors of Holdings (the “Nominating Committee”) in writing the names of three Qualifying Independent Director Nominees along with reasonable background data on each such nominee (such notice, a “Nomination Notice”), each of which nominees shall (i) make himself or herself available on reasonable notice for a telephonic interview with the Nominating Committee regarding such nominee’s qualifications and the proxy disclosure that will be required for such nominee and (ii) confirm in writing that the nominee will serve if elected to the board of directors of Holdings. Within thirty (30) days of receipt of such Nomination Notice, Holdings shall cause two of the Qualifying Independent Director Nominees to be named to the board of directors of Holdings (any such director, a “Designated Director”); provided, that an equitable extension in this Section 10period will be imposed in the event of delay by the nominee in submitting to an interview of the Nominating Committee or a nominee is determined not to be a Qualifying Independent Director. One of the Designated Directors shall be appointed to the Restructuring Committee of the Board of Directors and one of the Designated Directors shall be appointed to the Audit Committee of the Board of Directors, subject to the candidate meeting the NASDAQ requirements and the requirements specified in Rule 10A-3 under the Securities Exchange Act of 1934 (including without limitation Rule 10A-3(b)(1) without regard to any of the exemptions therefrom) for inclusion on the Audit Committee. (b) If the Borrower has not effected either (i) a Threshold Notes Conversion Event or a Debt Reduction Event by the First Conversion Deadline or (ii) the Extended Threshold Notes Conversion Event by July 22, 2009, then, on or after July 22, 2009, the Boise Majority Holders Designating Lender as of such date shall be entitled to appoint an additional member of the Holdings’ Board of Directors. The Designating Lender may promptly thereafter provide to the Nominating Committee in writing the names of at least two Qualifying Independent Director Nominees along with reasonable background data on each such nominee, each of which nominees shall (x) make himself or herself available on reasonable notice for a telephonic interview with the Nominating Committee regarding such nominee’s qualifications and the proxy disclosure that will be required for such nominee and (y) confirm in writing that the nominee will serve if elected to the Board. Within thirty (30) days of receipt of such Nomination Notice, Holdings shall cause one of the Qualifying Independent Director Nominees to be named to the board of directors of Holdings as a Designated Director, which election may be accomplished by increasing the size of the board of directors of Holdings from seven (7) members to eight (8); provided, that an equitable extension in this period will be imposed in the event of delay by the nominee in submitting to an interview of the Nominating Committee or a nominee is determined not to be a Qualifying Independent Director. (c) On or after January 15 and prior to February 15 of each year, the Designating Lender as of January 15 of such year may, in its discretion, advise the Nominating Committee of any change it desires to make in the identity of any Designated Director for purposes of the directors to be nominated by the board of directors at Holdings’ annual meeting of stockholders. In the event any such change is desired, the Designating Lender as of January 15 of such year shall, no later than February 15 of such year, provide the Nominating Committee with the names of at least two Qualifying Independent Director Nominees for each directorship to be designated, along with reasonable background data on each such nominee. Each Qualifying Independent Director Nominee shall (i) make himself or herself available on reasonable notice for a telephonic interview with the Nominating Committee regarding such Qualifying Independent Director Nominee’s qualifications and the proxy disclosure that will be required for such Qualifying Independent Director Nominee and (ii) confirm in writing that such Qualifying Independent Director Nominee will serve if elected to the board of directors. Holdings shall cause any such new nominees, or if not replaced, the sitting Designated Directors, to be included among management’s nominees for election to the board of directors at the annual meeting of stockholders. (d) In the event that any Designated Director ceases to be a member of the board of directors of Holdings for any reason, such director shall promptly be replaced by following the procedures established in Section 5.16(a) or (b), as appropriate. (e) Holdings further covenants that (i) for so long as its obligations under Section 5.16(a) continue in effect, at no time from and after Holding’s next annual meeting of stockholders shall the number of directors on its board of directors be more than seven (7) directors, and (ii) for so long as its obligations under Section 5.16(b) continue in effect, at no time shall the number of directors on its board of directors be more than eight (8) directors, in each instance, without the consent of the Required Qualifying Lenders; provided, however, that in connection with a new investment in the equity securities of Holdings pursuant to which Holdings has received at least $50,000,000 in gross cash proceeds from the issuance of Qualified Securities the net proceeds of which was applied to reduce the amount of the Loans at par or pursuant to a dutch auction made available to all Lenders and conducted in accordance with procedures reasonably acceptable to the Required Lenders (a “Board Expansion Event”), the board may be further expanded to provide any such new investor with representation on the board of directors approximately proportionate with the ownership position acquired by such investor; provided, however, that the board shall not be expanded beyond ten members. The action to elect a Designated Director to the board of directors of Holdings or the nomination of any such director for election at any meeting of stockholders of Holdings shall be approved solely by the members of the board of directors excluding any then sitting Designated Director provided that, at all times, such action shall be taken by not less than 66-2/3% of the Continuing Directors then in office. No Designated Director shall be a member of the Nominating and Corporate Governance Committee. (f) Notwithstanding any provision of this Section 5.16 to the contrary, at such time that the total principal amount of Loans outstanding and the other Obligations under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full, whether pursuant to a refinancing, replacement facility or otherwise, the total number of Designated Directors appointed pursuant to this Section 5.16 shall be reduced to zero, and Holdings shall no longer have any obligation to comply with the provisions of this Section 5.16. Upon election, each Designated Director will agree in writing to submit his or her resignation from the board of directors of Holdings upon the request of the Nominating and Corporate Governance Committee if this Section 5.16(f) results in a reduction in the number of Designated Directors and the resignation of such director is intended to result in compliance with the terms hereof. (g) For the avoidance of doubt, the only Person with the right to designate not less than a Designated Director hereunder is the Boise Applicable Number Designating Lender at the relevant time of representatives for election determination and neither the Designating Lender, the Borrower nor Holdings shall be required to take direction from any other Person, including any other Lender, with respect to such matter. (h) Holdings and the Board Borrower acknowledge that the Lenders will be irreparably damaged if any of the Company (individually a “Boise Board Representative” provisions of this Section 5.16 are not performed in accordance with their specific terms in all material respects or are otherwise breached. Accordingly, it is agreed that Lenders shall be entitled to an injunction to prevent breaches of this Section 5.16 and collectively to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the “Boise Board Representatives”) and United States or any state having subject matter jurisdiction, in addition to any other remedy to which the Aldabra Majority Holders shall have parties hereto may be entitled at law or in equity including, without limitation the right to designate not less than declare an Event of Default under the Aldabra Applicable Number Loan Agreement. No bond or other similar undertaking shall be required of representatives for election to the Board of the Company (individually an “Aldabra Board Representative” and collectively the “Aldabra Board Representatives”); provided that (x) from time to time, the Boise Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Boise Applicable Number including, if the Boise Majority Holders so elect, zero representatives), and any such election by the Boise Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Boise Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Boise Majority Holders from fully exercising their rights party seeking relief under this Section 10 and (y) from time to time, the Aldabra Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Aldabra Applicable Number including, if the Aldabra Majority Holders so elect, zero representatives), and any such election by the Aldabra Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Aldabra Majority Holders from fully exercising their rights under this Section 10. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:Section.”.

Board Representatives. Subject (a) During the period beginning on the date of this Agreement and ending on the date on which GP no longer owns (i) prior to the limitations completion of the Reorganization Transaction, Class A Interests of BIHL that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least thirty-five percent (35%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of the Company Common Stock equal to at least thirty-five percent (35%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), the “Initial Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified board structure), GP shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director, (B) one (1) individual to serve as a Class II director and (C) one (1) individual to serve as a Class III director (such individuals, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. Each of Xxxx Xxxxxx, Xxxx Xxxxx and Xxxx Xxxxx shall be a Board Nominee for purposes of this Agreement, including Section 1(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (b) If GP is no longer entitled to Board Nominees in accordance with the foregoing Section 1(a) but owns (i) prior to the completion of the Reorganization Transaction, Class A Interests of XXXX that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least twenty percent (20%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of Company Common Stock equal to at least twenty percent (20%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), the “Second Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), GP shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director of the Company as Board Nominees; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If GP is no longer entitled to Board Nominees in accordance with the foregoing Section 1(b) but owns (i) prior to the completion of the Reorganization Transaction, Class A Interests of XXXX that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least ten percent (10%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of Company Common Stock equal to at least ten percent (10%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), the “Third Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), GP shall have the right to recommend to the Company one (1) individual to serve as a Class I director of the Company as a Board Nominee; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (d) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphs, GP will be given a reasonable opportunity to select another individual to serve as Board Nominee. If any Board Nominee is not elected by the stockholders at any annual meeting held during the period in which GP is entitled to Board Nominees pursuant to the foregoing Section 1(a), Section 1(b) or Section 1(c), then as soon as practicable after the annual meeting, the applicable Board Nominee or Board Nominees (or such other person acceptable to the Investor and the Board) shall be appointed as a director by the Board promptly following such annual meeting to the same class as the applicable Board Nominee or Board Nominees were originally nominated for. In addition, if a vacancy is created on the Board as a result of the death, disability, retirement, resignation (other than a resignation required by Section 1(h)) or removal of a Board Nominee, then GP shall have the right to recommend such person’s replacement to be appointed to the same class as the applicable Board Nominee prior to the next annual meeting of stockholders, which recommendation shall be considered in good faith by the Board. For the avoidance of doubt, each reference in this Section 1(d) to “annual meeting” shall also be deemed a reference to a special meeting held in lieu of an annual meeting during the period in which GP is entitled to Board Nominees pursuant to this Agreement. (e) For so long as GP has the right to nominate any nominee(s) for election pursuant to this Section 1 (subject to the provisos in Section 1(a), Section 1(b) and Section 1(c) above), the Company shall nominate such nominee(s) for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company (or such other person) relating to the election of directors, and shall provide the highest level of support for the election of such nominee(s), as the case may be, as it provides to any other individual standing for election as a director of the Company (or such other person) as part of the Company’s (or such other person’s) slate of directors. (f) For so long as there is a Board Nominee, except as may be prohibited by applicable law or regulation, there shall be a Board Nominee on each committee (other than the audit committee) of the Board. (g) Each Board Nominee will be governed by, and entitled to, the same obligations and protections as all other directors of the Company, including, without limitation, indemnification and exculpation, obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other customary governance matters and protections regarding customary liability insurance for directors and officers. The Company shall use best efforts to ensure that each Board Nominee is covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as in effect as of the date of this Agreement. (h) In the event GP fails to maintain the Initial Ownership Threshold, the Second Ownership Threshold or the Third Ownership Threshold, the Board Nominee or Board Nominees, as applicable, shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation. For the avoidance of doubt, (i) in the event GP owns less than the Initial Ownership Threshold but more than or equal to the Second Ownership Threshold, only the current Class III Board Nominee shall be required to resign and (ii) in the event GP owns less than the Second Ownership Threshold but more than or equal to the Third Ownership Threshold, only the current Class II Board Nominee shall be required to resign. GP agrees to cause the Board Nominees to resign from the Board if the Board Nominees fail to resign if and when contemplated by this Section 1(h). (i) On and as of the date on which GP owns less than the Third Ownership Threshold, all of the nomination rights of GP set forth in this Section 101 shall terminate in full and be of no further force or effect, regardless of any increase in the Boise Majority Holders shall have the right to designate not less than the Boise Applicable Number amount of representatives for election to the Board of the Company (individually a “Boise Board Representative” and collectively the “Boise Board Representatives”) and the Aldabra Majority Holders shall have the right to designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company (individually an “Aldabra Board Representative” and collectively the “Aldabra Board Representatives”); provided Common Stock that (x) from time to time, the Boise Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Boise Applicable Number including, if the Boise Majority Holders so elect, zero representatives), and any GP owns after such election by the Boise Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Boise Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Boise Majority Holders from fully exercising their rights under this Section 10 and (y) from time to time, the Aldabra Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Aldabra Applicable Number including, if the Aldabra Majority Holders so elect, zero representatives), and any such election by the Aldabra Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Aldabra Majority Holders from fully exercising their rights under this Section 10. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:date.

Board Representatives. Subject (a) During the period beginning on the date of this Agreement and ending on the date on which GP no longer owns (i) prior to the limitations completion of the Reorganization Transaction, Class A Interests of XXXX that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least thirty-five percent (35%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of the Company Common Stock equal to at least thirty-five percent (35%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), the “Initial Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified board structure), GP shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director, (B) one (1) individual to serve as a Class II director and (C) one (1) individual to serve as a Class III director (such individuals, the “Board Nominees” and each a “Board Nominee”) on the Board of Directors of the Company (the “Board”); provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. Each of Xxxx Xxxxxx, Xxxx Xxxxx and Xxxx Xxxxx shall be a Board Nominee for purposes of this Agreement, including Section 1(h), such persons having been deemed to be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (b) If GP is no longer entitled to Board Nominees in accordance with the foregoing Section 1(a) but owns (i) prior to the completion of the Reorganization Transaction, Class A Interests of XXXX that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least twenty percent (20%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of Company Common Stock equal to at least twenty percent (20%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), the “Second Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), GP shall have the right to recommend to the Company (A) one (1) individual to serve as a Class I director and (B) one (1) individual to serve as a Class II director of the Company as Board Nominees; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (c) If GP is no longer entitled to Board Nominees in accordance with the foregoing Section 1(b) but owns (i) prior to the completion of the Reorganization Transaction, Class A Interests of XXXX that would entitle GP upon completion of the Reorganization Transaction to a number of shares of Company Common Stock equal to at least ten percent (10%) of the issued and outstanding shares of Company Common Stock or (ii) following the completion of the Reorganization Transaction, shares of Company Common Stock equal to at least ten percent (10%) of the issued and outstanding shares of Company Common Stock (each of (i) and (ii), the “Third Ownership Threshold”), at every applicable annual meeting of the stockholders of the Company in which directors are generally elected (or special meeting in lieu of an annual meeting at which directors are to be elected and adjusted as appropriate to take into account the Company’s classified Board structure), GP shall have the right to recommend to the Company one (1) individual to serve as a Class I director of the Company as a Board Nominee; provided, however, that any such director nominee shall be reasonably satisfactory to the applicable committee of the Board with authority over nominations of individuals to serve as directors of the Company. (d) If any Board Nominee is deemed not reasonably satisfactory in accordance with the foregoing paragraphs, GP will be given a reasonable opportunity to select another individual to serve as Board Nominee. If any Board Nominee is not elected by the stockholders at any annual meeting held during the period in which GP is entitled to Board Nominees pursuant to the foregoing Section 1(a), Section 1(b) or Section 1(c), then as soon as practicable after the annual meeting, the applicable Board Nominee or Board Nominees (or such other person acceptable to the Investor and the Board) shall be appointed as a director by the Board promptly following such annual meeting to the same class as the applicable Board Nominee or Board Nominees were originally nominated for. In addition, if a vacancy is created on the Board as a result of the death, disability, retirement, resignation (other than a resignation required by Section 1(h)) or removal of a Board Nominee, then GP shall have the right to recommend such person’s replacement to be appointed to the same class as the applicable Board Nominee prior to the next annual meeting of stockholders, which recommendation shall be considered in good faith by the Board. For the avoidance of doubt, each reference in this Section 1(d) to “annual meeting” shall also be deemed a reference to a special meeting held in lieu of an annual meeting during the period in which GP is entitled to Board Nominees pursuant to this Agreement. (e) For so long as GP has the right to nominate any nominee(s) for election pursuant to this Section 1 (subject to the provisos in Section 1(a), Section 1(b) and Section 1(c) above), the Company shall nominate such nominee(s) for election as a director as part of the slate that is included in the proxy statement (or consent solicitation or similar document) of the Company (or such other person) relating to the election of directors, and shall provide the highest level of support for the election of such nominee(s), as the case may be, as it provides to any other individual standing for election as a director of the Company (or such other person) as part of the Company’s (or such other person’s) slate of directors. (f) For so long as there is a Board Nominee, except as may be prohibited by applicable law or regulation, there shall be a Board Nominee on each committee (other than the audit committee) of the Board. (g) Each Board Nominee will be governed by, and entitled to, the same obligations and protections as all other directors of the Company, including, without limitation, indemnification and exculpation, obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies, director evaluation process, director code of ethics, director share ownership guidelines, stock trading and pre-approval policies, and other customary governance matters and protections regarding customary liability insurance for directors and officers. The Company shall use best efforts to ensure that each Board Nominee is covered by liability insurance for directors with coverage that is at least as favorable, in the aggregate, to such directors as the coverage provided for by insurance policies acquired by the Company for the benefit of directors of the Company as in effect as of the date of this Agreement. (h) In the event GP fails to maintain the Initial Ownership Threshold, the Second Ownership Threshold or the Third Ownership Threshold, the Board Nominee or Board Nominees, as applicable, shall promptly offer to resign from the Board and, if requested by the Company, promptly deliver his or her written resignation to the Board (which shall provide for his or her immediate resignation), it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignation. For the avoidance of doubt, (i) in the event GP owns less than the Initial Ownership Threshold but more than or equal to the Second Ownership Threshold, only the current Class III Board Nominee shall be required to resign and (ii) in the event GP owns less than the Second Ownership Threshold but more than or equal to the Third Ownership Threshold, only the current Class II Board Nominee shall be required to resign. GP agrees to cause the Board Nominees to resign from the Board if the Board Nominees fail to resign if and when contemplated by this Section 1(h). (i) On and as of the date on which GP owns less than the Third Ownership Threshold, all of the nomination rights of GP set forth in this Section 101 shall terminate in full and be of no further force or effect, regardless of any increase in the Boise Majority Holders shall have the right to designate not less than the Boise Applicable Number amount of representatives for election to the Board of the Company (individually a “Boise Board Representative” and collectively the “Boise Board Representatives”) and the Aldabra Majority Holders shall have the right to designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company (individually an “Aldabra Board Representative” and collectively the “Aldabra Board Representatives”); provided Common Stock that (x) from time to time, the Boise Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Boise Applicable Number including, if the Boise Majority Holders so elect, zero representatives), and any GP owns after such election by the Boise Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Boise Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Boise Majority Holders from fully exercising their rights under this Section 10 and (y) from time to time, the Aldabra Majority Holders may elect to designate any lesser number of representatives for election to the Board of the Company (e.g., a number of representatives less than the Aldabra Applicable Number including, if the Aldabra Majority Holders so elect, zero representatives), and any such election by the Aldabra Majority Holders to designate any lesser number of representatives shall in no event operate as a waiver of their right hereunder to thereafter designate not less than the Aldabra Applicable Number of representatives for election to the Board of the Company or otherwise operate to preclude the Aldabra Majority Holders from fully exercising their rights under this Section 10. The terms and conditions governing the election, term of office, filling of vacancies and other features of such directorships shall be as follows:date.