Common use of Board Seat for Investor Group Nominee Clause in Contracts

Board Seat for Investor Group Nominee. (a) The Company agrees to: (i) immediately upon the Investor Group’s request, (i) cause its Board of Directors (the “Board”) to increase the number of directors on the Board by one (1) director and (ii) appoint a person nominated by the Investor Group (the “Investor Group Nominee”) as provided in this Section 3.3(a) to the Board, subject to the reasonable approval of the Board, which approval shall not be unreasonably withheld, conditioned or delayed; (ii) at each meeting of stockholders for election of directors at which the position to be occupied under this Investment Agreement by an Investor Group Nominee on the Board is to be determined by stockholder election, (1) cause an Investor Group Nominee to nominated by the Board for election as a director, subject to the considerations described in clause (a)(1); (2) recommend to its stockholders the election of, and use its best efforts to cause the election to, the Board, including soliciting proxies for the election of the Investor Group Nominee to the same extent as it does, consistent with past practice, for any other Board nominee for election as a director; and (3) request each then current member of the Board to vote as a stockholder for approval of the Investor Group Nominee. (b) Should for any reason the Board fail to nominate the Investor Group Nominee, without limiting any other rights or remedies of Investor, the right of the Investor Group to nominate an Investor Group Nominee shall remain in effect and the Investor Group shall have the right to re-propose one or more Investor Group Nominees to which this Investment Agreement shall then apply. (c) Any Investor Group Nominee shall not be nominated for election or appointed to the Board unless he or she acknowledges and agrees to be bound by the principles set forth in the Company’s Code of Ethics, and all other Company policies generally applicable to members of the Board as now in effect or hereafter amended. (d) In the event of the death, disability, resignation or removal of the Investor Group Nominee, the Company shall cause the prompt election to the Board of a replacement director designated by the Investor Group, subject to the fulfillment of its fiduciary duties and the requirements set forth in this Section 3.3, to fill the resulting vacancy, and such individual shall then be deemed an Investor Group Nominee for all purposes under this Investment Agreement. (e) So long as the Investor Group Nominee serves as a director on the Board, the Investor Group Nominee shall be subject to and abide by the Company’s policies and procedures regarding trading in the Company’s securities, including those involving blackout windows on trading, in each case, to the same extent as other directors. (f) If at any time the Investor and its affiliates no longer beneficially own in the aggregate at least 50% of the number of shares of Common Stock originally issued to the Investor Group on the Closing Date (as adjusted for any stock splits, recapitalizations and similar transactions, its “Qualifying Ownership Interest”), the Investor will have no further rights under this Section 3.3, and, at the written request of the Board, shall use its reasonable best efforts to cause the Investor Group Nominee to resign from the Board within fifteen (15) calendar days thereafter. The Investor shall inform the Company if and when the Investor and its affiliates cease to hold its Qualifying Ownership Interest. (g) Any Investor Group Nominee then serving as a director shall be entitled to the same compensation and indemnification in connection with his or her role as a director as the other members of the Board (including Board committees, if applicable), and upon such Investor Group Nominee’s resignation or failure to stand for re-election, such Investor Group Nominee shall be entitled to the same indemnification as any other former director of the Board.