Common use of Committees of the Board Clause in Contracts

Committees of the Board. (a) Prior to or on admission to the Exchange, the Parties shall cause the Board to establish and maintain the following committees: (i) A Nominating and Corporate Governance Committee (the “Nominating Committee”), which shall be comprised of three (3) Independent, Unaffiliated Directors and shall be responsible for coordinating the selection process for candidates to become Directors and recommending such candidates to the Board; (ii) An Audit Committee, which (A) shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors; (iii) A Compensation Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving the compensation of the Group’s directors, officers and employees, the Group’s employee benefit plans and equity compensation plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section 4.03(c); and (iv) If agreed to by the Board, a Financial Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for reviewing financial transactions, policies, strategies and the Group’s capital structure. (b) All committee members shall be Directors who are elected or confirmed by the Board annually. The committees will adopt and operate on the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. The quorum for any meeting of a committee shall be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committee.

Committees of the Board. The Board shall in accordance with the By-laws of the Company establish the following committees of the Board: (aI) Prior to or on admission a five-member Executive Committee comprised, subject to the Exchangeprovisions of Section 2.1 (b), of one Fund Director, one CSO Director, one Independent Director and two Executive Directors (one of whom shall be the Parties shall cause Chairman of the Board) which, when the Board is not in session, shall exercise such power and authority of the Board in the management of the business of the Company pursuant to establish the unanimous vote of such Committee as the Board may from time to time authorize, (ii) a four-member Audit Committee comprised of, subject to the provisions of Section 2.1(b), one Fund Director, one CSO Director and maintain two Independent Directors, which shall consult with the following committees: independent public auditors of the Company in connection with such auditors' audit and review of the financial statements of the Company and shall consult with the Company's Chief Financial Officer and staff in connection with the preparation of the Company's financial statements, subject to such limitations as the Board may from time to time impose; (iiii) A a five-member Compensation Committee comprised of, subject to the provisions of Section 2.1(b), one Fund Director, one CSO Director, one Executive Director and two Independent Directors, which shall administer awards under any Stock Option Plan and shall evaluate and make recommendations with respect to the compensation arrangements of executive officers of the Company, subject to such limitations as the Board may from time to time impose; and (iv) a three-member Nominating Committee comprised of, subject to the provisions of Section 2.1(b), one Fund Director, one CSO Director and Corporate Governance Committee (the “Nominating Committee”)one Executive Director, which shall be comprised of three (3) Independent, Unaffiliated Directors and shall be responsible for coordinating searching for and selecting nominees to serve as Independent Directors from a list of acceptable potential nominees prepared by the selection process for candidates to become Directors Fund Director and recommending such candidates to CSO Director with the Board; (ii) An Audit Committee, which (A) shall be comprised advice of three (3) Directors: one (1) Alfa the Executive Director, one (1) Telenor from which list the Executive Director and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors; (iii) A Compensation Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving the compensation of the Group’s directors, officers and employees, the Group’s employee benefit plans and equity compensation plans and any contract relating to select a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section 4.03(c); and (iv) If agreed to by the Board, a Financial Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for reviewing financial transactions, policies, strategies and the Group’s capital structurenominee. (b) All committee members shall be Directors who are elected or confirmed by the Board annually. The committees will adopt and operate on the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. The quorum for any meeting of a committee shall be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committee.

Committees of the Board. (a) Prior to or on admission to In the Exchangeevent that the Board establishes any committee thereof, the Parties shall cause Company will ensure that at least one (1) of the Warburg Directors and one (1) of the Tiptree Directors will be appointed to each committee of the Board, unless otherwise prohibited by law or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Common Stock is listed. Notwithstanding the foregoing, and subject to Section 1(g), the Board to shall establish and maintain the following committees: (i) A Nominating and Corporate Governance Committee The related party transaction committee (the “Nominating Related Party Transaction Committee”), which shall be comprised ) consisting entirely of three (3) Independent, Unaffiliated Directors and shall be responsible for coordinating the selection process for candidates to become Directors and recommending such candidates to the Board; (ii) An Audit Committee, which (A) shall be comprised of three (3) Directors: one (1) Alfa Directorof the Warburg Directors, one (1) Telenor Director of the Tiptree Directors and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors; (iii) A Compensation CommitteeIndependent Directors, which shall initially be comprised of three (3) Directors: Xxxx Xxxxxxxxxxx, with each member having one (1) Alfa Directorvote, to which committee the Board shall delegate exclusive power and authority (to the extent permitted by law) on behalf of the Company and its Subsidiaries, to monitor, terminate, and make decisions in respect of any Affiliate Arrangement (as defined on Schedule II) existing as of the date hereof or entered into following the date hereof in accordance with Section 1(g); provided that if no Independent Director has been appointed to and/or is serving on the Related Party Transaction Committee, then the Tiptree Investors, on the one hand, and the Warburg Investors, on the other hand, shall each have the right to designate one (1) Telenor Director additional director who is not an officer, director, stockholder, partner, employee, manager or independent contractor of any Investor or any of their respective Affiliates, which directors shall serve on the Related Party Transaction Committee and shall each be considered an “Independent Director” for purposes of this Agreement. Directors appointed pursuant to this Section 1(c)(i) may only be removed with the mutual consent of the Tiptree Investors and the Warburg Investors. The parties hereto hereby acknowledge and agree that the approval of the Related Party Transaction Committee shall be required for Tiptree or its Affiliates to invest in or acquire the assets of Tiptree or any of its Affiliates (other than the Group Companies) on behalf of, or for the benefit of, the Company or its Subsidiaries, or to sell or transfer to the Company or its Subsidiaries any assets or equity of or held by Tiptree or any of its Affiliates (other than the Group Companies), or have any investments held by or for the benefit of the Company or its Subsidiaries sold or transferred to Tiptree or its Affiliates (other than the Group Companies) in each case, under any investment advisory agreement, investment management agreement or similar agreement. (ii) The audit committee (the “Audit Committee”) consisting of one (1) Independent Director, which shall initially be Xxxx Xxxxxxxxxxx (who will, initially, serve as the chairman of the Audit Committee), and at least one (1) of the Warburg Directors and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving the compensation of the GroupTiptree Directors. The Audit Committee shall select the Company’s directorsauditor, officers review accounting and employeesinternal reporting policies, along with such other duties as are commonly designated to such a committee; provided that, prior to the Initial Public Offering (as defined below), for as long as the Tiptree Investors own at least five percent (5%) of the issued and outstanding Common Stock (on an As Converted Basis), the GroupAudit Committee may not select an auditor other than Tiptree Inc.’s employee benefit plans auditor without the prior written consent of the Tiptree Investors (not to be unreasonably withheld, conditioned or delayed), unless such auditor refuses to serve as the Company’s auditor. The Independent Director appointed pursuant to this Section 1(c)(ii) may only be removed with the mutual consent of the Tiptree Investors and equity compensation plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section 4.03(c); andWarburg Investors. (iviii) If agreed to by The risk committee (the Board, a Financial “Risk Committee, which shall be comprised ”) consisting of three (3) Directors: one (1) Alfa Independent Director, which shall initially be Xxxx Xxxxxxx (who will, initially, serve as the chairman of the Risk Committee), and at least one (1) Telenor Director of the Warburg Directors and one (1) Independent, Unaffiliated Director and of the Tiptree Directors. The Risk Committee shall be responsible for reviewing financial transactions, have oversight responsibilities to assure that the Company maintains adequate policies, strategies controls, and the Group’s capital structure. (b) All committee members shall be Directors who practices, along with such other duties as are elected or confirmed by the Board annually. The committees will adopt and operate on the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for commonly designated to such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority . The Risk Committee shall be authorized to provide recommendations establish a underwriting and product subcommittee that will report to the full Board on the respective matters delegated to such committeeRisk Committee. The quorum for any meeting Independent Director appointed pursuant to this Section 1(c)(iii) may only be removed with the mutual consent of a committee shall be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committeeTiptree Investors and the Warburg Investors.

Committees of the Board. (9.1. The following committees of the Board of the Company shall be duly constituted and shall be maintained at all times after Completion: a) Prior to an Audit Committee; and b) a Remuneration Committee; and the Shareholders agree that neither of which shall comprise Senior Management or on admission to other employees of the Exchange, Group unless the Parties holders of the majority of the Shares otherwise agree in writing. 9.2. The Remuneration Committee shall cause be consulted by and shall advise the Board on all questions concerning the variation of terms of employment of any Senior Executive (including the executive Directors) and any other arrangements with any executive Director of a Group Company. 9.3. The Audit Committee shall be consulted by and shall advise the Board on all material questions concerning auditing and accounting policy matters of the Group. By this Deed of Adherence I/we [ ] of [ ] having my address/our registered office at [ ] intending to establish and maintain the following committees: (i) A Nominating and Corporate Governance Committee become a shareholder of MERRION PHARMACEUTICALS, INC. (the “Nominating Committee”)Company) holding [number] shares of the [series or class of shares, which shall i.e, Common Stock] of the Company hereby agrees with the Company and each of the parties thereto to comply with and be comprised bound by the provisions of three the Shareholders Agreement dated · between (1) European Bioscience Fund 1 Limited Partnership; (2) Growcorp Group Limited; (3) Independent, Unaffiliated Directors and shall be responsible for coordinating Enterprise Ireland; (4) the selection process for candidates to become Directors and recommending such candidates to the Board; (ii) An Audit Committee, which (A) shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act Company; and (B5) shall Merrion Biopharma Limited; (the Agreement) (a copy of which has been delivered to me/us and which I/we have the authority required by Rule 10A-3 under the Exchange Act, including responsibility initialled and attached thereto for the appointment, compensation, retention identification) in all respects as if I/we was/were a party/parties to such Agreement and oversight named therein as a party/parties of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors; (iii) A Compensation Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving part/parts as the compensation proposing transferor [name] of the Group’s directorsShares. In witness whereof I/we have executed this Deed under seal this [ ] day of [ ] by [ ] In the presence of: OR PRESENT when the Common Seal of [ ] was affixed hereto: Director Director/Secretary Name Merrion Pharmaceuticals, officers and employeesInc Date of Incorporation 12 December 0000 Xxxxx xx Xxxxxxxxxxxxx Xxxxxxxx, the Group’s employee benefit plans and equity compensation plans and any contract relating to XXX Employer Identification Number 00-0000000 Authorised capital 30,000 shares of Common Stock, with par value of $0.0001 1,500,000 shares of Preferred Stock with par value of $1.00 Issued Capital 11,445.8 shares of Common Stock, with par value of $0.0001 Registered Xxxxxx 0000 Xxxxxxx Xxxx Road, Suite 100, Raleigh, Wake County, NC 27612, USA Principal Place of Business 000 Xxxxxx Xxxxx, Xxxxx X, Xxxxxxxxxx, XX 00000, XXX Directors Xxxxxxx XxXxxxx, Xxxxxxx Xxxxxxxx, Xxx Xxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxxx Secretary Xxxxx XxXxxxxxxx Financial Year End 20 December Last Accounts Filed N/a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section 4.03(c); and (iv) If agreed to by the Board, a Financial Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for reviewing financial transactions, policies, strategies and the Group’s capital structure. (b) All committee members shall be Directors who are elected or confirmed by the Board annually. The committees will adopt and operate on the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. The quorum for any meeting of a committee shall be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committee.Auditors KPMG Charges/Debentures None

Committees of the Board. (a) Prior to or on admission to the Exchange, the Parties The Company shall cause the Board to establish and maintain an audit committee of the following committees: Board (i) A Nominating the “Audit Committee”), a nominating and Corporate Governance Committee governance committee of the Board (the “Nominating Committee”), which a remuneration committee of the Board (the “Remuneration Committee”) and such other Board committees as the Board deems appropriate from time to time or as may be required by applicable law or the Stock Exchange rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the provisions of this Agreement. In the event of a tie vote on any matter before the Audit Committee or Nominating Committee the Company shall take all Necessary Action so that the Independent Director(s) then serving on such committee shall be comprised entitled to cast a tie-breaking vote. The initial composition of three (3) Independentthe Audit Committee, Unaffiliated Directors Nominating Committee and Remuneration Committee at the Effective Time shall be responsible for coordinating as set forth in the selection process for candidates to become Directors following clauses (i)-(iii) until thereafter modified by action of the Board (upon the recommendation of the Nominating Committee): (i) The Audit Committee shall initially consist of Xxxxxxxx Xxx, Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxxx and recommending such candidates to the Board;Xxxxx Xxxxxxx. (ii) An Audit CommitteeThe Nominating Committee shall initially consist of Xxxxxxxx Xxxxx, which (A) shall be comprised of three (3) Directors: one (1) Alfa DirectorXxxxxxxxx Xxxxxx, one (1) Telenor Director Xxxxx Xxxxxxx and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors;Xxxx Xxxx. (iii) A Compensation CommitteeThe Remuneration Committee shall initially consist of Xxxxx Xxxxxxx and Xxxx Xxxx, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving with the compensation of the Group’s directors, officers and employees, the Group’s employee benefit plans and equity compensation plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section 4.03(c); and (iv) If agreed to by the Board, a Financial Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for reviewing financial transactions, policies, strategies and the Group’s capital structurethird seat being vacant. (b) All The Company shall establish and maintain an independent committee of the Board (the “Independent Committee”) to review and approve certain actions by the Company and its Subsidiaries. The Independent Committee shall consist entirely of each of the Independent Directors that are disinterested and independent with respect to the matter in question (it being acknowledged that a Director may qualify as an Independent Director hereunder for general purposes but lack independence with respect to a particular transaction or the parties interested therein); provided that, if an Independent Director previously appointed to the Independent Committee is interested or lacks independence with respect to a particular matter, it shall not be necessary to remove such Independent Director from the Independent Committee so long as such Independent Director recuses himself or herself from all discussions, deliberations and approvals with respect to such matter, and in such case all references herein to approval by a majority of the members of the Independent Committee or similar phrasing shall be deemed to refer to approval by a majority of the members of the Independent Committee other than such recused Independent Directors. The Independent Committee shall meet as needed, may confer and consult with the Board as the Independent Committee deems necessary or appropriate to fulfill its duties and obligations, and shall report its findings and decisions to the Board reasonably promptly as determined by the Independent Committee to be appropriate to fulfill its duties and obligations and, if applicable, taking into account the confidentiality of its deliberations pending final determination on any matter under consideration. (c) The Company shall establish and maintain a committee of the Board (the “EIML Committee”) to review and approve all actions by the Company and its Subsidiaries with respect to EIML. The EIML Committee shall consist only of Directors who are elected Eros Nominees and who are not Independent Directors and shall include Xxxxxxx Xxxxx for so long as he serves as a Director. The EIML Committee shall have full and exclusive power and authority to take or confirmed cause to be taken, on behalf of the Company and in its name, any and all actions and decisions required or permitted to be taken by the Board annuallyCompany in respect of EIML, and any and all actions taken by the Company and its Subsidiaries with respect to EIML shall require the prior written consent of a majority of the members of the EIML Committee (including Xxxxxxx Xxxxx for so long as he serves as a Director). The committees will adopt Such actions include, without limitation, the voting or disposition of any shares of capital stock or other ownership interests of EIML held by the Company or any of its Subsidiaries from time to time; the nomination, appointment and/or election of the directors and operate officers of EIML; and any decisions regarding changes in the management personnel of EIML. Notwithstanding the foregoing, (x) any provision of the Company Articles or this Agreement that requires the additional approval of the Independent Committee or any or certain holders of Shares with respect to agreements or transactions between the Company or any of its Subsidiaries, on the basis one hand, and any member of publicly availablethe Eros Founder Group from time to time, written committee charters adopted by on the Board other hand, shall continue to apply to the extent of such provisions’ respective terms with respect to agreements or transactions between EIML, on the one hand, and any member of the Eros Founder Group from time to time, on the other hand and (with y) the EIML Committee shall not take or cause or permit to be taken, or agree or commit to take, any amendments thereto approved by of the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committeefollowing actions without, in substantially each case, the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to prior approval of Directors comprising a majority of the full Board on Board: (i) Liquidating, dissolving or winding up the respective matters delegated to affairs of EIML, or effecting any merger or consolidation of EIML. (ii) Amending, altering or repealing any provision of the organizational documents of EIML if such committee. The quorum amendment, alteration or repeal would adversely affect the rights of the Shareholders other than the Eros Founder Group, unless such amendment, alteration or repeal would adversely affect the rights of the Eros Founder Group in the same manner. (iii) Creating or issuing any equity security of, or security convertible into or exchangeable or exercisable for, equity securities of EIML. (iv) Redeeming any equity security of, or security convertible into or exchangeable or exercisable for, equity securities of EIML. (v) Incurring any indebtedness for any meeting borrowed money of EIML in excess of $100 million. (vi) Selling, leasing or otherwise disposing of all or substantially all of the assets of EIML in one or a committee shall be two (2) members series of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committeetransactions.

Committees of the Board. (a) Prior to or on admission to In the Exchangeevent that the Board establishes any committee thereof, the Parties shall cause the Board to establish and maintain the following committees: (i) A Nominating and Corporate Governance Committee (the “Nominating Committee”), which shall be comprised of three (3) Independent, Unaffiliated Directors and shall be responsible for coordinating the selection process for candidates to become Directors and recommending such candidates to the Board; (ii) An Audit Committee, which (A) shall be comprised of three (3) Directors: Company will ensure that at least one (1) Alfa Directorof the Warburg Directors and one (1) of the Tiptree Directors will be appointed to each committee of the Board, unless otherwise prohibited by law or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Common Stock is listed. Notwithstanding the foregoing, and subject to Section 1(g), the Board shall establish a committee thereof (the “Related Party Transaction Committee”) consisting entirely of one (1) of the Warburg Directors, one (1) Telenor Director of the Tiptree Directors and the Independent Director, with each member having one (1) Independentvote, Unaffiliated to which committee the Board shall delegate exclusive power and authority (to the extent permitted by Law) on behalf of the Company and its Subsidiaries, to monitor, terminate, and make decisions in respect of any Affiliate Arrangement (as defined on Schedule II) existing as of the date hereof or entered into following the date hereof in accordance with Section 1(g); provided that if no Independent Director who has been appointed to and/or is serving on the Related Party Transaction Committee, then the Tiptree Investors, on the one hand, and the Warburg Investors, on the other hand, shall each satisfy the requirements of Rule 10A-3 under the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related right to accounting or audit matters and engaging necessary advisors; (iii) A Compensation Committee, which shall be comprised of three (3) Directors: designate one (1) Alfa Directoradditional director who is not an officer, one (1) Telenor Director and one (1) Independentdirector, Unaffiliated Director stockholder, partner, employee, manager or independent contractor of any Investor or any of their respective Affiliates, which directors shall serve on the Related Party Transaction Committee and shall each be responsible considered an “Independent Director” for (A) approving the compensation purposes of the Group’s directorsAgreement. Directors appointed pursuant to this Section 1(c) may only be removed with the mutual consent of the Tiptree Investors and the Warburg Investors. The parties hereto hereby acknowledge and agree that the approval of the Related Party Transaction Committee shall be required for Tiptree or its Affiliates to invest in or acquire the assets of Tiptree or any of its Affiliates (other than the Group Companies) on behalf of, officers and employeesor for the benefit of, the Group’s employee benefit plans and equity compensation plans and any contract relating Company or its Subsidiaries, or to a Group Company director, officer sell or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates transfer to the Board in accordance with Section 4.03(c); and Company or its Subsidiaries any assets or equity of or held by Tiptree or any of its Affiliates (iv) If agreed to by other than the Board, a Financial Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for reviewing financial transactions, policies, strategies and the Group’s capital structure. (b) All committee members shall be Directors who are elected or confirmed by the Board annually. The committees will adopt and operate on the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. The quorum for any meeting of a committee shall be two (2) members of such committee, and, except as otherwise provided in Section 4.03(cGroup Companies), or have any investments held by or for the affirmative vote benefit of two the Company or its Subsidiaries sold or transferred to Tiptree or its Affiliates (2other than the Group Companies) members of a committee must approve matters before such committeein each case, under any investment advisory agreement, investment management agreement or similar agreement.

Committees of the Board. (a) Prior to or on admission to 4.7.1 Unless otherwise agreed between the Exchangeparties, the Parties shall cause committees of the Board to establish and maintain shall be the following committees: (i) A Nominating and Corporate Governance Audit Committee (the “Nominating Audit Committee”), which the Nomination and Remuneration Committee (the “Nomination Committee”) and the Corporate Social Responsibility Committee (the “CSR Committee”). The Parties agree and acknowledge the following: (a) The Audit Committee shall be comprised of five (5) Directors, of which three (3) Independent, Unaffiliated Directors and shall be responsible for coordinating the selection process for candidates to become Directors and recommending such candidates to the Board; (ii) An Audit Committee, which (A) shall be comprised of three (3) Independent Directors: one (1) Alfa Director, one (1) Telenor Director shall be nominated by the Investor, and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act shall be nominated jointly by TTSL and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors;TSL. (iiib) A Compensation Committee, which The Nomination Committee shall be comprised of five (5) Directors, of which three (3) Directors shall be Independent Directors: one (1) Alfa Director, one (1) Telenor Director shall be nominated by the Investor, and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving the compensation of the Group’s directors, officers nominated jointly by TTSL and employees, the Group’s employee benefit plans and equity compensation plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or Affiliates, and (B) when necessary, reviewing and recommending CEO candidates to the Board in accordance with Section 4.03(c); andTSL. (ivc) If agreed to by the Board, a Financial Committee, which The CSR Committee shall be comprised of six (6) Directors, of which three (3) Directors shall be Independent Directors: , two (2) Directors shall be nominated by the Investor, and one (1) Alfa DirectorDirector shall be nominated jointly by MSIIPL and SMIT. (d) For any and all other Board committees, unless agreed between the Parties at least three (3) Directors nominated by the Investor, one (1) Telenor Director nominated jointly by TTSL and TSL, and one (1) Independent, Unaffiliated Director nominated jointly by MSIIPL and SMIT shall be responsible for reviewing financial transactionsnominated as a member of each such Board committee. It is hereby clarified that on and from the conversion of the Company into a private limited company, policiessubject to any requirements of applicable Law, strategies the Board shall be entitled to reconstitute the Audit Committee, the Nomination Committee and the Group’s capital structure. CSR Committee to remove any Independent Directors, it being understood that (a) until such time that the Investor and TTSL/TSL have the right to nominate a Director, each of such committees shall comprise at least one (1) Director to be nominated by the Investor and one (1) Director nominated jointly by TTSL and TSL, and (b) All following such reconstitution, each of the committees shall comprise a majority of Directors nominated by the Investor. Without prejudice to the foregoing, a valid quorum for every meeting of each Board committee members shall be Directors who are elected or confirmed deemed to be constituted only if (1) Director nominated by the Investor and one (1) Director nominated jointly by TTSL and TSL (if applicable) are present at the beginning and throughout the meeting of the committee. Attendance by a Director in-person or via teleconference, videoconference or other audio visual means, if permitted under applicable Law, shall be regarded as present for purposes of each committee. Except for decisions relating to Affirmative Vote Matters (which may additionally require a Consent from one or more Directors under Clause 6), committee recommendations to the Board annually. The committees will adopt and operate shall reflect the shared view of the Directors on the basis of publicly availablea consensus vote of those Directors on such committee entitled to vote at the relevant meeting. Each of the Directors shall have the right to request for, written and shall be provided a copy of the minutes of each of the committee charters adopted meetings, and the Company shall provide such minutes to the requesting Director promptly. 4.7.2 The Parties agree that all matters that would be referred to committees shall be determined by the Board and the Board may create ad-hoc committees as required (with any amendments thereto approved by the affirmative vote each of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority which shall be to provide recommendations subject to the full Clauses 4.7.1(d) and the final paragraph of 4. 7.1). The Board on shall define the respective matters delegated to such scope of the actions of each committee. Notwithstanding the foregoing, any delegation of an item relating to an Affirmative Vote Matter shall itself be an Affirmative Vote Matter. Further, the minutes of each of the committee meetings shall be placed before the Board at the next Board meeting. 4.7.3 The quorum for provisions relating to the meetings of the Board of the Company under Clauses 4.4, 4.5 and 4.6 shall apply mutatis mutandis to any meeting of a committee shall be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such each Board committee.

Committees of the Board. (a) Prior to or on admission to In the Exchangeevent that the Board establishes any committee thereof, the Parties shall cause Company will ensure that at least one (1) of the Warburg Directors and one (1) of the Tiptree Directors will be appointed to each committee of the Board, unless otherwise waived by the Warburg Investors or Tiptree Investors, as applicable, or unless prohibited by law or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Common Stock is listed. Notwithstanding the foregoing, and subject to Section 1(d), the Board to shall establish and maintain the following committees: (i) A Nominating and Corporate Governance Committee The audit committee (the “Nominating Audit Committee”), which shall be comprised ) consisting of three (3) Independent, Unaffiliated directors designated by mutual agreement between the Tiptree Directors and Warburg Directors, with each such director acting in good faith, which shall initially be Xxxx Xxxxxxxxxxx (who will, initially, serve as the chairman of the Audit Committee), Xxxx Xxxxxxx, and one additional director. The Audit Committee shall select the Company’s auditor, review accounting and internal reporting policies, along with such other duties as are commonly designated to such a committee. The directors appointed pursuant to this Section 1(c)(ii) may only be removed with the mutual consent of the Tiptree Directors and the Warburg Directors. The parties hereto hereby acknowledge and agree that the approval of the Audit Committee shall be responsible required for coordinating Tiptree or its Affiliates to invest in or acquire the selection process assets of Tiptree or any of its Affiliates (other than the Group Companies) on behalf of, or for candidates the benefit of, the Company or its Subsidiaries, or to become Directors and recommending such candidates sell or transfer to the Board;Company or its Subsidiaries any assets or equity of or held by Tiptree or any of its Affiliates (other than the Group Companies), or have any investment held by or for the benefit of the Company or its Subsidiaries sold or transferred to Tiptree or its Affiliates (other than the Group Companies) in each case, under any investment advisory agreement, investment management agreement or similar agreement, regardless of whether the underlying agreement has been approved by the Audit Committee. (ii) An Audit The risk committee (the “Risk Committee, which (A”) shall be comprised consisting of three (3) Directors: one (1) Alfa Directordirector designated by mutual agreement between the Tiptree Directors and Warburg Directors, with each such director acting in good faith, which shall initially be Xxxx Xxxxxxx (who will, initially, serve as the chairman of the Risk Committee), and at least one (1) Telenor Director of the Warburg Directors, which shall initially be Xxxxxxx Xxxxx, and one (1) Independent, Unaffiliated Director who each satisfy the requirements of Rule 10A-3 under the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors; (iii) A Compensation CommitteeTiptree Directors, which shall initially be comprised of three (3) Directors: one (1) Alfa DirectorXxxxxxxx Xxxxx. The Risk Committee shall have oversight responsibilities to assure that the Company maintains adequate policies, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving the compensation of the Group’s directors, officers and employees, the Group’s employee benefit plans and equity compensation plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or Affiliatescontrols, and (B) when necessarypractices, reviewing and recommending CEO candidates along with such other duties as are commonly designated to the Board in accordance with Section 4.03(c); and (iv) If agreed to by the Board, a Financial Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for reviewing financial transactions, policies, strategies and the Group’s capital structure. (b) All committee members shall be Directors who are elected or confirmed by the Board annually. The committees will adopt and operate on the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority . The Risk Committee shall be authorized to provide recommendations establish a underwriting and product subcommittee that will report to the full Board on the respective matters delegated to such committeeRisk Committee. The quorum for any meeting director appointed pursuant to this Section 1(c)(ii) may only be removed with the mutual consent of a committee shall be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committeeTiptree Directors and the Warburg Directors.

Committees of the Board. (a) Prior to or on admission to the Exchange, the Parties shall cause the Board to establish and maintain the following committees: (i) A Nominating and Corporate Governance The Board may, from time to time, appoint one or more committees (each, a "Committee"). Each Committee (the “Nominating Committee”), which shall be comprised consist of three (3) Independent, Unaffiliated two or more Directors and shall include at least one Management Director and one Non-Management Director. The Board may delegate to any such Committee such powers as the Board may deem appropriate; provided, however, that no Committee shall be responsible for coordinating authorized to (A) appoint any Officer, (B) designate the selection process for candidates to become CEO, (C) fill any vacancy in the Board or any newly created directorship, (D) take any action that requires the vote of a specified proportion of the Board or a specific group of Directors and recommending such candidates to or (E) approve any of the Board;matters set forth in Section 8.03(m). (ii) An Audit The Board shall create a Nominating Committee for the nomination of individuals for election to the Board in the manner contemplated by Section 8.03(c). The Nominating Committee shall consist of three Directors, two of whom will be Management Directors and one of whom will be a Non-Management Director. The Management Director members of the Nominating Committee shall be selected by a majority vote of the Management Directors, and the Non-Management Director member shall be selected by majority vote of the Non-Management Directors. Vacancies on the Nominating Committee, which other than such vacancies resulting from a removal of a Nominating Committee member from the Board pursuant to Section 8.03(e)(iii), shall be filled as follows: (A) any vacancy of a position on the Nominating Committee previously held by a Management Director shall be comprised of three (3) Directors: one filled (1) Alfa Directorby appointment by the CEO, one if the vacating member is not the CEO, or (12) Telenor Director and one (1) Independentby the successor CEO, Unaffiliated Director who each satisfy if the requirements of Rule 10A-3 under vacating member is the Exchange Act and (B) shall have the authority required by Rule 10A-3 under the Exchange Act, including responsibility for the appointment, compensation, retention and oversight of the Company’s public accounting firm, establishing procedures for addressing complaints related to accounting or audit matters and engaging necessary advisors; (iii) A Compensation Committee, which shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for (A) approving the compensation of the Group’s directors, officers and employees, the Group’s employee benefit plans and equity compensation plans and any contract relating to a Group Company director, officer or shareholder, their respective family members or AffiliatesCEO, and (B) when necessary, reviewing and recommending CEO candidates to any vacancy of a position on the Nominating Committee previously held by a Non-Management Director shall be filled by a majority vote of the remaining Non-Management Directors. Vacancies on the Nominating Committee resulting from a removal of a Nominating Committee member from the Board in accordance with pursuant to Section 4.03(c); and (iv8.03(e)(iii) If agreed to shall be filled by the Board, a Financial Committee, which Director appointed to fill the vacancy on the Board resulting from such removal. The initial members of the Nominating Committee as of the Effective Date shall be comprised of three (3) Directors: one (1) Alfa Director, one (1) Telenor Director and one (1) Independent, Unaffiliated Director and shall be responsible for reviewing financial transactions, policies, strategies and the Group’s capital structureindividuals specified as such in Schedule C to this Agreement. (b) All committee members shall be Directors who are elected or confirmed by the Board annually. The committees will adopt and operate on the basis of publicly available, written committee charters adopted by the Board (with any amendments thereto approved by the affirmative vote of any six (6) Directors) that meet the Exchange’s requirements for such a committee, in substantially the forms attached hereto as Exhibit D. Each committee’s authority shall be to provide recommendations to the full Board on the respective matters delegated to such committee. The quorum for any meeting of a committee shall be two (2) members of such committee, and, except as otherwise provided in Section 4.03(c), the affirmative vote of two (2) members of a committee must approve matters before such committee.