Common use of Board Seat Clause in Contracts

Board Seat. Subject to the terms and conditions of this Agreement, following the date hereof, the Nominating Person(s) shall be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval of the Nominating and Governance Committee of the Board after exercising its good faith customary due diligence review and fiduciary duties, the successor of ▇▇. ▇▇▇▇▇▇▇ as a director of WBA (the “VMD Director”) in writing. The Board shall cause the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) shall be entitled to designate another designee in accordance with and subject to the terms and conditions of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject to the terms and conditions of this Agreement (including the requirements with respect to a VMD Director set forth in this Section 2 and otherwise).

Board Seat. Subject to (a) During the terms and conditions term of this Agreement, following the date hereof, the Nominating Person(sCompany agrees to: (i) shall be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval of the Nominating and Governance Committee of the Board after exercising its good faith customary due diligence review and fiduciary duties, the successor of ▇▇. ▇appoint ▇▇▇▇▇▇ as a director of WBA ▇▇▇▇▇ (the “VMD Investor Director”) in writing. The Board shall cause the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service serve as a director on the BoardBoard promptly after the date hereof. (ii) at each meeting of stockholders for election of directors at which the position to be occupied under this Agreement by the Investor Director on the Board is to be determined by stockholder election, including under (A) cause the applicable rules and standards set forth in Investor Director to be recommended by the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith Nominating Committee for consideration by the Board and to be nominated by the Board for election as a director; (B) recommend to its Nominating stockholders the election of the Investor Director, and Governance Committee at use its reasonable best efforts to cause the election of the Investor Director to the Board, including soliciting proxies for the election of the Investor Director to the same extent as it does, consistent with past practice, for any other Board nominee for election as a director; and (C) request each then-current member of such Board to vote as a stockholder for approval of the Investor Director. (b) Following his appointment to the Board, the Investor Director shall be entitled to the same compensation received by other Board members in consideration of his service as a director, and reimbursement of out-of-pocket expenses incurred in attending Board meetings (collectively, “Board Compensation”). Board Compensation shall be paid by the Company to the Investor. The Investor Director shall be entitled to the same indemnification as provided to other members of the Board in connection with his role as a director, including the execution by the Company and the Investor Director of the Company’s standard form indemnification agreement in the form filed as an exhibit to the Company’s annual report on Form 10-K. (c) Following his appointment to the Board, the Company shall provide each Investor Director with copies of all times when proposed notices, minutes, consents and other materials provided to serve and when serving the other members of the Board or any committee thereof concurrently with the distribution of such materials to the other members. (d) From the date that the Investor Director is appointed as a director of the Board until the time the Investor Director no longer serves as a director on the Board. Prior Board (the “Director Period”), neither Investor (nor any of its Affiliates) nor the Investor Director will propose a director or slate of directors in opposition to a nominee or slate of nominees proposed by the appointment management or board of a VMD directors of the Company or any of its subsidiaries. (e) So long as Investor Director serves as a director of WBAthe Board, Investor and its controlled Affiliates shall vote in favor of the slate of nominees proposed by the management or the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the Board Company or WBA do not approve the Person designated by the Nominating Person(sany of its subsidiaries. (f) to serve as the VMD Director Investor’s rights under this Section 2, Agreement shall terminate and be of no further force or effect upon the earliest to occur of the first date upon which (i) the Nominating Person(s) shall Investor and its Affiliates fail to Beneficially own, collectively, at least 2,506,987 shares of common stock (to be entitled to designate another designee in accordance with and subject to the terms and conditions of this Section 2adjusted for any forward or reverse stock splits), (ii) the director position for which such Person was designated shall Investor Director is not be filled pending such subsequent designation elected at any meeting of the Company’s stockholders after having been nominated by the Nominating Person(s) and Board for election or re-election to the Board at such meeting or any adjournment thereof, or (iii) the Investor Director’s death, resignation or removal from the Board for cause (the “Termination Event”). Upon the occurrence of a Termination Event, such Investor Director shall be deemed to have resigned from the Board (unless he is removed for cause or not elected or re-elected). Investor shall immediately inform the Company in writing when a Termination Event occurs as a result of (f)(i) above, and upon such designation any Termination Event shall thereafter cooperate fully with the Company and the Board in transitioning his position to a new Board member, as requested by the Nominating Person(s)Company. Notwithstanding the foregoing, the Board Investor Director serving as a director shall fill the vacancy with such successor designee in accordance with and subject continue to be entitled to the terms indemnification and conditions of this Agreement (including the requirements expense reimbursement, if any, in connection with respect to his service as a VMD Director set forth director described in this Section 2 and otherwise1(b).

Board Seat. Subject (a) Prior to the terms Closing Date, upon satisfactory completion of a Directors & Officers questionnaire and conditions provision of this Agreementother background information as may be reasonably requested by the Company, the Company shall cause Mr. ▇▇▇▇ ▇▇▇▇ or Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, at Purchaser’s option, as a representative of Purchaser (the “Board Representative”), to be appointed to the Company Board and commence serving on the Company Board immediately following the date hereofClosing Date. Prior to the Closing Date, the Nominating Person(sCompany shall also cause the Board Representative to be appointed to the Executive Committee of the Company Board (or any successor committee thereto). (b) The Company shall include the Board Representative in the Company’s slate of director nominees recommended by the Company Board to be entitled to designatevoted on by stockholders of the Company at the 2009 Annual Meeting of Stockholders (the “2009 Meeting”), in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to satisfaction of all legal and governance requirements applicable to all board members regarding service as a director of the Company (including the approval of the Compensation, Nominating and Governance Committee of the Company Board) and the Company shall also cause the Board after exercising its good faith customary due diligence review Representative to be re-appointed to the Executive Committee of the Company Board (or any successor committee thereto), provided that (i) through the date of the 2009 Meeting, Purchaser shall hold shares of Company Common Stock representing at least ten percent (10%) of the outstanding shares of Company Common Stock; and fiduciary duties(ii) the Board Representative shall remain “independent” (as such term is defined in the listing standards of the Nasdaq Stock Market). (c) Through the 2009 Meeting and, assuming the successor conditions in the proviso in Section 5.4(b) are satisfied and the Board Representative is re-elected at the 2009 Meeting by the stockholders of ▇▇. ▇▇▇▇▇▇▇ the Company, through the 2010 Annual Meeting of Stockholders, Purchaser shall have the power to designate the Board Representative’s replacement upon the death, resignation, retirement, disqualification or removal from office of such director, subject to satisfaction of all legal and governance requirements applicable to all board members regarding service as a director of WBA the Company (including the “VMD Director”) in writing. The Board shall cause approval of the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBACompensation, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereofCompany Board) and to the extent provided that any such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) replacement shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA “independent” (as such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth term is defined in the Corporate Governance Guidelines listing standards of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) shall be entitled to designate another designee in accordance with and subject to the terms and conditions of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject to the terms and conditions of this Agreement (including the requirements with respect to a VMD Director set forth in this Section 2 and otherwise).

Board Seat. Subject to (a) For so long as the terms and conditions KAGT Stockholders own more than 10% of this Agreement, following the date hereofoutstanding Common Stock, the Nominating Person(s) shall be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval holders of a majority of the Nominating and Governance Committee Purchase Price Shares held by the KAGT Stockholders shall have the right to designate one director of the Board after exercising its good faith customary due diligence review Company (the "KAGT Director"). The Company and fiduciary duties, the successor of Principal Schawk Stockholders shall take all necessary action to elect Christopher Lacovara (or such other individual as the KAGT Stockhold▇▇. ▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇) ▇s the initial KAGT Director effective as of the Closing date (as defined in the Stock Purchase Agreement). (b) If a vacancy of a position held by a KAGT Director occurs or exists on the Board of Directors at any time and for any reason, including but not limited to a vacancy because of the death, disability, retirement, resignation or removal of any director for cause or otherwise, then the KAGT Stockholders shall have the sole right to designate an individual to fill such vacancy, and the Company and the Principal Schawk Stockholders shall take all available steps to elect such nominee to fill such vacancy. (c) To the extent permitted by law, the Company shall use all reasonable efforts to solicit from the stockholders of WBA the Company eligible to vote for the election of directors proxies in favor of the nominee designated by the KAGT Stockholders. (d) At the “VMD request of holders of a majority of the Purchase Price Shares held by KAGT Stockholders, the Company shall (x) use all reasonable efforts to (i) seek action by written consent as promptly as practicable following such request to remove the KAGT Director”, and the Principal Schawk Stockholders shall join in executing any such consent as promptly as practicable following such request, or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, cause a special meeting of stockholders to be held proposing the removal of the KAGT Director, provided that if in writingthe reasonable good faith determination of the Board of Directors it is materially detrimental to do so, then the Company may delay calling such special meeting; provided that the Company will cause such meeting to be held within 135 days of such request by the KAGT Stockholders (and will permit an observer selected by the KAGT Stockholders to attend all meetings of the Board of Directors held during such 135 day period) and (y) to the extent permitted by law, use all reasonable efforts to solicit from stockholders of the Company eligible to vote for the election of directors proxies to remove such KAGT Director, and the Principal Schawk Stockholders shall vote for such removal. (e) In the event that the KAGT Stockholders cease to own more than 10% of the outstanding Common Stock, then immediately prior to the next annual meeting of the stockholders of the Company at which the KAGT Director would otherwise be entitled to seek reelection, the KAGT Director shall be subject to removal. The Board In such event, the KAGT Stockholders shall cause the appointment of KAGT Director to tender, immediately prior to such VMD Director as a director of WBA within a reasonable time after such designation as allows WBAannual meeting, his or her resignation from the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBADirectors. In the event that the Nominating KAGT Director fails to deliver his or her resignation, the Company and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) Principal Schawk Stockholders shall be entitled to take all necessary and appropriate action to cause such KAGT Director to be removed. (f) For so long as the KAGT Stockholders are entitled to designate another designee a KAGT Director, the KAGT Director shall be entitled to serve on each committee of the Board of Directors to which such KAGT Director has agreed to serve, provided that the KAGT Director shall serve on such committees only to the extent permitted by applicable listing standards. (g) For as long as the KAGT Stockholders own more than 2% of the outstanding Common Stock or until such time as the Stockholders Representative (as defined in accordance the Stock Purchase Agreement) directs Schawk not to, Schawk shall provide the Stockholders Representative with the same interim financial and other information as provided to Schawk's Board of Directors at the same time as such information is delivered to Schawk's Board of Directors, subject to the terms and conditions receipt by Schawk of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject a confidentiality agreement reasonably acceptable to the terms and conditions of this Agreement (including the requirements with respect to a VMD Director set forth in this Section 2 and otherwise)Schawk.

Board Seat. Subject to Upon the terms and conditions of this Agreement, following the date hereofEffective Date, the Nominating Person(sBoard of Directors of CYKN will appoint one (1) representative designated by NURO (the "NURO Director"), who shall initially be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval of the Nominating and Governance Committee of the Board after exercising its good faith customary due diligence review and fiduciary duties, the successor of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as a director , M.D., Ph.D., to serve on the Board of WBA Directors of CYKN (the “VMD Director”"Board") in writing. The Board shall cause until the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee later of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 next annual meeting of stockholders of WBA)CYKN or the date on which his successor is duly elected and qualified, in all cases in accordance with or his earlier resignation. Commencing on the terms Effective Date and until the date on which NURO ceases to own at least five percent (5%) of this Agreement (includingthe then issued and outstanding shares of Common Stock, without limitationCYKN shall nominate and recommend that its stockholders elect, in accordance with Section 4 hereof) and otherwise use reasonable efforts to insure the election of, the NURO Director to the extent Board at each meeting of stockholders of CYKN at which directors are elected, unless such actions are NURO Director's term does not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (expire at such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBAmeeting. In the event that the Nominating and Governance Committee of the Board death, resignation or WBA do not approve removal of the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2NURO Director, (i) the Nominating Person(s) NURO shall be entitled to designate another designee in accordance with and subject a successor who will be appointed to the terms and conditions Board upon the later of this Section the date of such death, resignation or removal or two (2, (ii) business days following NURO's designation of such successor. CYKN shall indemnify the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject NURO Director to the terms fullest extent permitted by applicable law. CYKN will indemnify and conditions advance expenses to, and enter into agreements regarding the same with, each NURO Director in such manner as to provide such NURO Directors the same rights and benefits as are accorded to the most favorably covered of this Agreement (including CYKN's officers and directors during the requirements same period of service. For so long as a NURO Director shall remain a director of CYKN and with respect to any such prior service by any NURO Director, in all policies of director and officer liability insurance, all such NURO Directors shall be named as an insured in such a VMD Director set forth in this Section 2 manner as to provide such NURO Directors the same rights and otherwise)benefits as are accorded to the most favorably insured of CYKN's officers and directors during the same period of service.

Board Seat. Subject Holdings hereby agrees that ESI, or its designee, shall be entitled, from and after the Closing, to designate one member of the terms and conditions Board of this AgreementDirectors of Holdings, following such member to be reasonably acceptable to Holdings, it being understood that Barr▇▇▇ ▇. ▇▇▇▇ ▇▇ any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the date hereof"Stockholder Director"). Notwithstanding the foregoing, the Nominating Person(s) if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to designatethe same indemnification, in each case in compensation and other benefits provided to all other non-employee members of Holdings' Board of Directors. In accordance with WBA’s Organizational Documents the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the person designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with applicable law and stock exchange rules and subject Holdings' Certificate of Incorporation) in the group of nominees who are recommended for election to the approval Board of Directors by the Nominating management of Holdings and Governance Committee included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when directors are to be elected, and (ii) at any special meeting of the Board of Directors held as soon as practicable after exercising its good faith customary due diligence review and fiduciary dutiesthe creation of any vacancy as a result of the death, resignation or removal of the Stockholder Director, the successor appointment of such person or persons as are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of ESI, designating another individual shall be received by Holdings, the Stockholder Director shall be Barr▇▇▇ ▇. ▇▇▇▇▇▇▇ as a director of WBA (the “VMD Director”) in writing. The Board shall cause the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) shall be entitled to designate another designee in accordance with and subject to the terms and conditions of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject to the terms and conditions of this Agreement (including the requirements with respect to a VMD Director set forth in this Section 2 and otherwise).

Board Seat. Subject For as long as D. E. Shaw Laminar Lending 2, Inc., a Delaware corporation (“Laminar”), together with any Affiliates thereof, beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) at least forty percent (40%) of the outstanding aggregate principal amount of the Notes, the Company will nominate and use its best efforts to have elected to the terms Board one individual designated by Laminar (the “Laminar Board Member”). The Company’s proxy statement for the election of directors shall include the Laminar Board Member and conditions of this Agreement, following the date hereof, the Nominating Person(s) shall be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval of the Nominating and Governance Committee recommendation of the Board after exercising its good faith customary due diligence review and fiduciary dutiesin favor of election of the Laminar Board Member. For so long as Laminar is otherwise entitled under the provisions of this Agreement to nominate a Laminar Board Member, any vacancy created by the successor death, disability, retirement or removal (with or without cause) of ▇▇. the Laminar Board Member may be filled by ▇▇▇▇▇▇▇ as ▇. Subject to applicable law and any rules or regulations of any stock exchange on which the Common Stock is listed, in the event the Board shall at any time create a director committee of WBA (the “VMD Director”) in writingBoard, the Company shall use its best efforts to cause the Laminar Board Member to be a member of any such committee so created; provided, however, the foregoing shall not apply to any committee formed for the purpose of considering a transaction between the Company and Laminar. The Laminar Board Member shall cause be given notice of (in the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee same manner that notice is given to other members of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process Board) all meetings (but no earlier than the completion whether in person, telephonic or otherwise) of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under all committee meetings with respect to committees on which the applicable rules Laminar Board Member serves. The Laminar Board Member shall be provided with the same information, and standards set forth in access thereto, provided to other members of Board. In addition to any other indemnification rights the Corporate Governance Guidelines Laminar Board Member has pursuant to this Agreement, the Transaction Documents, the Certificate of WBA and Incorporation of the Securities Exchange Commission Company and the Nasdaq Stock MarketBylaws of the Company, as determined in good faith by the each Laminar Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director Member that serves on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take have the right to enter into, and the Company agrees to enter into, the Director and Officer Indemnification Agreement in the form attached hereto as Exhibit C (the “Indemnification Agreement”), with such actions changes as are necessary such that the Laminar Board is Member and the Company may agree to at the time of a size that permits the appointment execution of such VMD Director as a director of WBAAgreement. In the event that the Nominating and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) shall be entitled to designate another designee in accordance with and subject to the terms and conditions of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject to the terms and conditions of this Agreement (including the requirements with respect to a VMD Director set forth in this Section 2 and otherwise)[THE COMPANY TO PROVIDE DRAFT OF INDEMNIFICATION AGREEMENT.]

Board Seat. Subject 15.1.1 During the Term, the Company agrees to appoint to the terms and conditions board of this Agreementdirectors of Terran Orbital (the “Terran Board”) as the initial LM Director (as defined herein), following the date hereof, the Nominating Person(s) shall be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval of the Nominating and Governance Committee of the Board after exercising its good faith customary due diligence review and fiduciary duties, the successor of ▇▇. ▇▇an individual selected by Lockheed M▇▇▇▇▇ as a director of WBA (the “VMD Director”) in writing. The Board who shall cause the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable satisfactory to WBA Terran Orbital (such acceptance Terran Orbital’s consent not to be unreasonably withheld, conditioned conditioned, or delayed) and qualify as independent for purposes of service as a )), which LM Director shall fill the existing Class III director vacancy on the Terran Board, including under and agrees not to take any other steps to fill such vacancy prior to the applicable rules and standards set forth in Appointment Date (as defined herein). The Company agrees to appoint the Corporate Governance Guidelines of WBA and LM Director as promptly as practicable following the later of the Securities Exchange Commission and Effective Date or the Nasdaq Stock Market, as determined date Lockheed M▇▇▇▇▇ notifies the Company in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee writing of the Board or WBA do not approve identity of the Person designated by proposed LM Director (the Nominating Person(s) to serve as “Appointment Date”). 15.1.2 During the VMD Director under this Section 2Term, (i) the Nominating Person(s) shall be entitled to designate another designee in accordance with and subject to the terms and conditions of this Section 215.1 and applicable law, the Company agrees, from and after the Effective Date, to (i) include one appointee or nominee for election to the Terran Board selected by Lockheed M▇▇▇▇▇ (who shall be reasonably satisfactory to Terran Orbital (Terran Orbital’s consent not to be unreasonably withheld, conditioned, or delayed)) (the “LM Director”) in its slate of nominees for election as a Class III director at each of the Company’s meetings of stockholders or action by written consent at which Class III directors are to be elected, (ii) recommend that the director position for Company’s shareholders vote in favor of the election of such LM Director at each such meeting of stockholders or action by written consent at which such Person was designated shall not directors are to be filled pending such subsequent designation by the Nominating Person(s) elected and (iii) upon otherwise support such designation LM Director in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. For the avoidance of doubt, failure of the stockholders of the Company to elect any LM Director to the Terran Board shall not affect the right of Lockheed M▇▇▇▇▇ to nominate a director for election pursuant to this Section 15.1 in any future election of directors. 15.1.3 Lockheed M▇▇▇▇▇ shall have the right to exercise the rights set forth in this Section 15.1 in its absolute and sole discretion, and regardless of whether Lockheed M▇▇▇▇▇ maintains any equity interest in Terran Orbital. Without the consent of Lockheed M▇▇▇▇▇, the Terran Board shall not increase, and the Terran Board and the Company shall not propose any increase in, the size of the Terran Board to more than a total of 11 directors. 15.1.4 For so long as an LM Director is on the Terran Board: (i) if the LM Director is an employee, contractor or otherwise affiliated with Lockheed M▇▇▇▇▇, such LM Director shall not be entitled to any form of compensation in respect of his or her service on the Terran Board, including board member fees or equity grants; (ii) the Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Company of any trades in the Company’s securities) or similar guideline or policy with respect to the trading of securities of the Company that applies to Lockheed M▇▇▇▇▇ or its Affiliates (including a policy that limits, prohibits or restricts Lockheed M▇▇▇▇▇ or its Affiliates from entering into any hedging or derivative arrangements), in each case other than with respect to any LM Director solely in his or her individual capacity, except as provided herein; (iii) any share ownership requirement for any LM Director serving on the Terran Board will be deemed satisfied by the Nominating Person(ssecurities owned by Lockheed M▇▇▇▇▇ and/or its Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on Lockheed M▇▇▇▇▇’▇ or its Affiliates’ transfers of securities, except as otherwise provided in the Investor Rights Agreement; (iv) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Terran Board be violated by any LM Director (x) accepting an invitation to serve on another board of directors of a company, (y) receiving compensation from Lockheed M▇▇▇▇▇ or any of its Affiliates, or (z) failing to offer his or her resignation from the Terran Board except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Company; and (v) with respect to clauses (ii), (iii) and (iv) above, it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 15.1.4 shall not apply to the Board extent inconsistent with this Section 15.1.4 (but shall fill otherwise be applicable to the vacancy with such successor designee in accordance with and subject LM Director). 15.1.5 Subject to the terms and conditions of this Agreement Section 15.1, if a vacancy on the Terran Board is created as a result of an LM Director’s death, resignation, disqualification or removal, in each case for whatever reason, or if Lockheed M▇▇▇▇▇ desires to nominate a different individual to replace any then-existing LM Director, then, at the request of Lockheed M▇▇▇▇▇, the Company (including acting through the requirements Terran Board) shall work together with respect Lockheed M▇▇▇▇▇ in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a VMD replacement LM Director set forth in selected by Lockheed M▇▇▇▇▇ (who shall be reasonably satisfactory to Terran Orbital (Terran Orbital’s consent not to be unreasonably withheld, conditioned, or delayed), and thereafter such individual shall as promptly as reasonably practical be appointed to the Terran Board to fill such vacancy and/or be nominated as a Company nominee as an “LM Director” pursuant to this Section 2 and otherwise15.1 (as applicable). 15.1.6 The foregoing rights and obligations are qualified in their entirety by, and subject at all times to, compliance by Terran Orbital and the LM Director with applicable laws and regulations, including stock exchange regulations, and Terran Orbital’s governing documents, corporate governance guidelines, board and company policies and procedures and applicable committee charters (collectively, the “Terran Orbital Governance Documents”); provided that the Terran Orbital Governance Documents may not be amended or modified by the Terran Board in any manner that materially and disproportionately negates, limits or adversely affects any of the rights of Lockheed M▇▇▇▇▇ provided hereunder, unless required by applicable law, including stock exchange regulations. The Terran Board or its stockholders shall be entitled to remove any LM Director for cause, consistent with applicable laws, regulations, including stock exchange regulations, and the Terran Orbital Governance Documents. 15.1.7 Each LM Director shall be entitled to the same rights to indemnification, insurance, travel and expense reimbursement as the other members of the Terran Board. Promptly following the appointment of each LM Director, the Company shall enter into an indemnity agreement with such LM Director in form and substance substantially similar to the indemnity agreements entered into with the current members of the Terran Board. At such time as an LM Director is no longer a member of the Terran Board, such LM Director shall be entitled to the same indemnification, insurance and expense reimbursement rights as are applicable to former directors of the Company.

Board Seat. Subject The Purchaser shall have the right to designate, within 30 ---------- days following the Closing Date, one member of the Company's Board of Directors to fill an existing vacancy (the "Board Designation Right"). In the event such person is no longer employed by or in a business relationship or affiliation with the Purchaser or takes another position within the Purchaser's organization which makes his or her continuing representation undesirable in the view of the Purchaser, the Purchaser shall be permitted to designate a new director. The person the Purchaser shall choose to be the designated director (if any) shall be nominated for re-election to the terms Corporation's Board of Directors at the Company's 2000 Annual Meeting of Stockholders and conditions of this Agreementthereafter until otherwise decided by the Purchaser. If the Purchaser determines not to exercise its Board Designation Right, then for 30 days following the date hereofnext occurring vacancy on the Board of Directors, the Nominating Person(s) Purchaser shall have the right to designate one member to the Company's Board of Directors on the terms described above. At any time when a designee of the Purchaser does not hold office as a director of the Company, the Purchaser shall be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject appoint one board observer to the approval Company's Board of Directors solely for the Nominating and Governance Committee purpose of the Board after exercising its good faith customary due diligence review and fiduciary duties, the successor of ▇▇. ▇▇▇▇▇▇▇ as a director of WBA (the “VMD Director”) in writing. The Board shall cause the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in monitoring all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and matters relating to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faithiTrust Business. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and governing documents of the Securities Exchange Commission and the Nasdaq Stock MarketCompany, as determined in good faith any board observer appointed by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) Purchaser shall be entitled to designate another designee attend all iTrust Business portions of meetings of the Board of Directors of the Company, in accordance a non-voting capacity, and the Company shall provide such board observer with notice of any meetings and subject such other information related to the terms and conditions of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject to the terms and conditions of this Agreement (including the requirements iTrust Business with respect to such meetings, and any meetings of any iTrust Business committees established by the Company's Board of Directors, as are delivered to the directors of the Company, including copies of all written consents. The rights to designate a VMD Director set forth in this Section 2 member to the Board of Directors, to receive re-nominations to the Board of Directors or to appoint a board observer as provided herein shall expire and otherwise)be of no further force or effect if the Purchaser and its affiliates shall cease to hold a majority of the originally issued Shares.

Board Seat. Subject Holdings hereby agrees that ESI, or its designee, shall ---------- be entitled, from and after the Closing, to the terms and conditions of this Agreement, following the date hereof, the Nominating Person(s) shall be entitled to designate, in each case in accordance with WBA’s Organizational Documents and applicable law and stock exchange rules and subject to the approval of the Nominating and Governance Committee designate one member of the Board after exercising its good faith customary due diligence review and fiduciary dutiesof Directors of Holdings, the successor of ▇▇. such member to be reasonably acceptable to Holdings, it being understood that ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ or any senior or executive vice president of ESI shall be deemed acceptable to Holdings (such director being referred to herein as the "Stockholder Director"). Notwithstanding the foregoing, if at any time ESI's percentage beneficial ownership of Holdings' outstanding common stock is less than five percent (5%), ESI thereafter shall not be entitled to designate a director. The Stockholder Director shall be entitled to the same indemnification, compensation and other benefits provided to all other non- employee members of Holdings' Board of Directors. In accordance with the foregoing, Holdings hereby agrees that its Board of Directors will take all action necessary such that upon the fifth (5th) business day following the Closing, Holdings' Board of Directors shall be increased in size, if necessary, and the person designated by ESI shall be elected as a director effective upon such date. Following the Closing, Holdings shall cause (i) the person designated by ESI as a director to be included (consistent with applicable law and Holdings' Certificate of WBA (the “VMD Director”Incorporation) in writing. The the group of nominees who are recommended for election to the Board shall cause of Directors by the management of Holdings and included in Holdings' proxy statement pursuant to the Securities Exchange Act of 1934, as amended, at each meeting of stockholders of Holdings when directors are to be elected, and (ii) at any special meeting of the Board of Directors held as soon as practicable after the creation of any vacancy as a result of the death, resignation or removal of the Stockholder Director, the appointment of such VMD Director person or persons as a director are designated by ESI to fill any such vacancy. Unless written notice, signed by the President of WBA within a reasonable time after such designation as allows WBAESI, designating another individual shall be received by Holdings, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Stockholder Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) shall be entitled to designate another designee in accordance with and subject to the terms and conditions of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject to the terms and conditions of this Agreement (including the requirements with respect to a VMD Director set forth in this Section 2 and otherwise)▇▇▇▇▇▇▇ ▇. ▇▇▇▇.

Board Seat. Subject (a) Upon the earlier to occur of (x) Holdings’ proxy statement (for the election of directions) for the annual meeting of stockholders to be held in calendar year 2010 or (y) June 30, 2010 (the “Designee Date”), and for as long as the Notes are outstanding, MRC shall have the right to nominate one individual to serve as a member of Holdings’ Board of Directors (“MRC’s Designee”), and Holdings agrees (i) to increase the size of Holdings’ Board of Directors and appoint MRC’s Designee to Holdings’ Board of Directors as promptly as practicable after the Designee Date, or, at Holdings’ option, to nominate MRC’s Designee and recommend to Holdings’ stockholders that MRC’s Designee be elected to Holdings’ Board of Directors at the annual meeting of stockholders of Holdings in 2010, and (ii) to recommend to Holdings’ stockholders that MRC’s Designee be elected to Holdings’ Board of Directors at annual meetings of stockholders occurring after the Designee Date and thereafter for as long as the Notes are outstanding. (b) In connection with any election of directors at an annual meeting of stockholders to which this Section 7.33 applies, MRC agrees to provide advance notice of MRC’s Designee to Holdings within the time periods set forth in Holdings’ Amended and Restated Bylaws. MRC agrees to provide notice of the initial MRC Designee to Holdings no later than April 30, 2010. In connection with MRC’s nomination of any MRC Designee, the MRC Designee shall deliver a completed and signed questionnaire regarding the background and qualifications of such person to serve as a director, a copy of which may be obtained upon request to the terms and conditions secretary of this AgreementHoldings, following a signed consent to be named in Holdings’ proxy statement as a nominee for election as a director, such additional information that Holdings may reasonably request to determine the date hereofeligibility or qualifications of such person to serve as a director of Holdings, the Nominating Person(s) shall or that could be entitled material to designate, in each case in accordance with WBAa reasonable stockholder’s Organizational Documents and applicable law and stock exchange rules and subject to the approval understanding of the Nominating qualifications and/or independence, or lack thereof, of such nominee as a director and Governance Committee of the Board after exercising its good faith customary due diligence review and fiduciary dutiesall other documents reasonably requested by Holdings, the successor of ▇▇. including certifications as to compliance with Holdings’ ▇▇▇▇▇▇▇ as a director ▇▇▇▇▇▇▇ policy and code of WBA (the “VMD Director”) in writing. The Board shall cause the appointment of such VMD Director as a director of WBA within a reasonable time after such designation as allows WBA, the Board and the Nominating and Governance Committee of the Board to comply with their fiduciary duties and good faith customary due diligence review and director appointment process (but no earlier than the completion of the 2023 annual meeting of stockholders of WBA), in all cases in accordance with the terms of this Agreement (including, without limitation, in accordance with Section 4 hereof) and to the extent such actions are not prohibited by applicable law or stock exchange rules. Prior to any designation of a VMD Director by the Nominating Person(s) pursuant to this Section 2, VMD and the Nominating Person(s) shall consult with and consider the opinions of WBA with respect thereto in good faith. Notwithstanding anything to the contrary set forth herein, the VMD Director must be reasonably acceptable to WBA (such acceptance not to be unreasonably withheld, conditioned or delayed) and qualify as independent for purposes of service as a director on the Board, including under the applicable rules and standards set forth in the Corporate Governance Guidelines of WBA and of the Securities Exchange Commission and the Nasdaq Stock Market, as determined in good faith by the Board and its Nominating and Governance Committee at all times when proposed to serve and when serving as a director on the Board. Prior to the appointment of a VMD Director as a director of WBA, the Board shall take such actions as are necessary such that the Board is of a size that permits the appointment of such VMD Director as a director of WBA. In the event that the Nominating and Governance Committee of the Board or WBA do not approve the Person designated by the Nominating Person(s) to serve as the VMD Director under this Section 2, (i) the Nominating Person(s) shall be entitled to designate another designee in accordance with and subject to the terms and conditions of this Section 2, (ii) the director position for which such Person was designated shall not be filled pending such subsequent designation by the Nominating Person(s) and (iii) upon such designation by the Nominating Person(s), the Board shall fill the vacancy with such successor designee in accordance with and subject to the terms and conditions of this Agreement (including the requirements with respect to a VMD Director set forth in this Section 2 and otherwise)conduct.