Common use of Company Board Clause in Contracts

Company Board. (a) The Sellers’ Representative, acting on behalf of the Initial Preferred Holders and their Affiliated Transferees (the “Nominating Shareholders”) shall have the right to designate individuals to serve on the Company Board (“Preferred Nominees”) pursuant to and subject to the terms of this Section 2.01. Any Preferred Nominee shall meet the requirements set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directors. (b) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one Preferred Nominee until such time as the Nominating Shareholders no longer own beneficially at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares. (c) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (for a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and to appoint to the Company Board such Preferred Nominee(s) until the Company’s next annual meeting. Beginning with such next annual meeting of the Company’s shareholders or at any meeting of the shareholders of the Company at which directors of the Company Board are to be elected, the Company will include in the slate of directors recommended for election by the Company Board to the shareholders of the Company such Preferred Nominee(s) (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholders), and will use its commercially reasonable efforts to take all action necessary (including recommending that the Company’s shareholders vote in favor of such Preferred Nominee(s)) to cause such person(s) to be elected by the shareholders of the Company as a director of the Company Board. Notwithstanding anything in the Agreement to the contrary, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholders, the Company Board shall not be required to appoint such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders of the Company. (e) In the event of the resignation, death, removal, disqualification or failure to be elected of a director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, and the Company will use its commercially reasonable efforts to cause such person to be appointed to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Law. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender his or her resignation from the Company Board as specified in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h), if at any time after the date hereof, the Sellers’ Representative, on behalf of the Nominating Shareholders, is not entitled to nominate (or elects not to nominate) a Preferred Designee or the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “Observer”) to the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided to the Company Board or any committee thereof at the same time as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, that the Observer shall have no right to participate in discussions at any such meetings unless requested by the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated by this Section 2.01(h) shall expire on the earliest to occur of (i) the Company’s redemption of all Preferred Shares, (ii) the appointment or election of the director contemplated by Section 2.01(b), or (iii) the date on which this Agreement terminates. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement the terms of the Articles of Amalgamation of the Company and are without limitation to any rights the Sellers’ Representative or the Initial Preferred Holders may have as holders of Preferred Shares or Common Shares pursuant to the Articles of Amalgamation or otherwise.

Company Board. (a) The Sellers’ RepresentativeAs soon as practicable after the Closing Date, acting on behalf subject to compliance with applicable Rules of the Initial Preferred Holders Principal Market and their Affiliated Transferees (the “Nominating Shareholders”) shall have Exchange Act, the right Company shall, upon AAI’s request, take all actions as are necessary or desirable to enable AAI to designate no less than three (3) individuals to serve on the Board of Directors of the Company Board (the “Preferred NomineesInitial AAI Designees”) pursuant to and subject be so elected or appointed to the terms board of this Section 2.01. Any Preferred Nominee shall meet directors of the requirements set forth in Company (the “Selection Board”), including promptly filling vacancies or newly created directorships on the Board and/or promptly securing the resignations of Directors” criteria in all but two (2) of the Company’s Corporate Governance Guidelines in effect from incumbent directors, and shall cause the Initial AAI Designees to be so appointed or elected at such time (such members of the Board immediately prior to time that are applicable to all directorsany Initial AAI Designees joining the Board who remains on the Board after the Initial AAI Designees join the Board, the “Continuing Directors”). (b) Upon conversion As soon as practicable after Shareholder Approval, the Company shall, upon AAI’s request, take all actions as are necessary or desirable to enable AAI to designate a majority of Convertible Preferred into Common Shares the Board of Directors of the Company (such that additional individuals, the Nominating Shareholders own beneficially in “Subsequent AAI Designees” and with the aggregate at least 6.0% Initial AAI Designees, the “AAI Designees”) to be so elected or appointed to the Board, including promptly filling vacancies or newly created directorships on the Board and/or promptly securing the resignations of all but two (2) of the Company’s aggregate Issued incumbent directors, and Outstanding Common Sharesshall cause the Subsequent AAI Designees to be so appointed or elected at such time, subject to compliance with applicable Rules of the Principal Market and the Exchange Act. If at any time the number of directors who is a Continuing Director is reduced to zero, then the other directors on the Board shall designate and appoint to the Board one director who is not a shareholder or affiliate of the Company (other than as a result of such designation) and such director shall be deemed to be a Continuing Director for purposes of this Agreement. As soon as reasonably practicable after having obtained Shareholder Approval, the Nominating Shareholders Company shall have also, upon AAI’s request, cause the right Subsequent AAI Designees to designate one Preferred Nominee until such time serve on and constitute the same percentage (rounded up to the next whole number) as is on the Nominating Shareholders no longer own beneficially at least 6.0% Board of (i) each committee of the Company’s aggregate Issued Board, (ii) each board of directors (or similar body) of each Subsidiary of the Company and Outstanding Common Shares(iii) each committee (or similar body) of each such board, in each case to the extent permitted by applicable legal requirements. (c) Upon conversion of Convertible Preferred into Common Shares such that The Company’s obligations to appoint the Nominating Shareholders own beneficially in AAI Designees to the aggregate at least 10.0% Board shall be subject to Section 14(f) of the Company’s aggregate Issued Exchange Act and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (for a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the CompanyRule 14f-1 promulgated thereunder. The Company Board then shall promptly adopt a resolution take all actions required pursuant to increase the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s14(f) and Rule 14f-1 in order to appoint fulfill its obligations under this Section 2.6, including mailing to the Company Board such Preferred Nominee(s) until the Company’s next annual meeting. Beginning with such next annual meeting of the Company’s shareholders or at any meeting of information required by Section 14(f) and Rule 14f-1 to enable the shareholders of the Company at which directors of the Company Board are to be elected, the Company will include in the slate of directors recommended for election by the Company Board to the shareholders of the Company such Preferred Nominee(s) (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholders), and will use its commercially reasonable efforts to take all action necessary (including recommending that the Company’s shareholders vote in favor of such Preferred Nominee(s)) to cause such person(s) to be elected by the shareholders of the Company as a director of the Company Board. Notwithstanding anything in the Agreement to the contrary, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholders, the Company Board shall not be required to appoint such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders of the Company. (e) In the event of the resignation, death, removal, disqualification or failure to be elected of a director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, and the Company will use its commercially reasonable efforts to cause such person AAI Designees to be appointed or elected to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Law. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender his or her resignation from the Company Board as specified in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h), if at any time after the date hereof, the Sellers’ Representative, on behalf of the Nominating Shareholders, is not entitled to nominate (or elects not to nominate) a Preferred Designee or the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “Observer”) to the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided to the Company Board or any committee thereof at the same time as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, that the Observer shall have no right to participate in discussions at any such meetings unless requested by the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights times contemplated by this Section 2.01(h) 2.6. AAI shall expire on supply or cause to be supplied to the earliest Company any information with respect to occur of (i) AAI, its officers, directors and Affiliates, and the Company’s redemption of all Preferred Shares, (ii) proposed AAI Designees to the appointment or election of the director contemplated Board required by Section 2.01(b), or (iii14(f) the date on which this Agreement terminatesand Rule 14f-1. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement the terms of the Articles of Amalgamation of the Company and are without limitation to any rights the Sellers’ Representative or the Initial Preferred Holders may have as holders of Preferred Shares or Common Shares pursuant to the Articles of Amalgamation or otherwise.

Company Board. (a) The Sellers’ RepresentativeWhitney hereby agrees that it will vote all of its Common Stock, acting on behalf Common Stock Equivalents and any voting stock of EduTrades (together with the Common Stock and Common Stock Equivalents, “Voting Stock”) owned or held of record by Whitney so as to elect (as of the Initial Preferred Holders Closing Date) and, during such period as this Section 2.3 is effective, to continue in office a Company Board and their Affiliated Transferees board of directors of EduTrades (the “Nominating ShareholdersEduTrades Board”) that will include at least one designee of Purchaser (the “Purchaser Designee”). (b) The Company and EduTrades, acting through the Company Board and the EduTrades Board, respectively, each agree to (i) immediately following the Closing, in accordance with applicable law and the Company’s Certificate of Incorporation and By-Laws, elect the Purchaser Designee to such board of directors, (ii) include in its annual proxy statement (or any other solicitation of stockholder consent) the nomination and recommendation of such board of directors that the stockholders approve the re-election or appointment, as the case may be, of the Purchaser Designee to such board of directors and (iii) use its reasonable best efforts to obtain such approval. (c) If at any time Purchaser shall have notify the right Company or EduTrades of its desire to designate individuals remove, with or without cause, any Purchaser Designee, the Company or EduTrades, as the case may be, shall use its reasonable best efforts to cause the removal of such Purchaser Designee from the Company Board or the EduTrades Board, as the case may be, and Whitney shall vote all of the Voting Stock owned or held of record by Whitney so as to remove such Purchaser Designee. (d) If at any time any Purchaser Designee ceases to serve on the Company Board or the EduTrades Board, as the case may be (“Preferred Nominees”) pursuant to and subject to the terms whether by reason of this Section 2.01. Any Preferred Nominee death, resignation, removal or otherwise), Purchaser shall meet the requirements set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directors. (b) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right be entitled to designate one Preferred Nominee until such time as a successor director to fill the Nominating Shareholders no longer own beneficially at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares. (c) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (for a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and to appoint to the Company Board such Preferred Nominee(s) until the Company’s next annual meeting. Beginning with such next annual meeting of the Company’s shareholders or at any meeting of the shareholders of the Company at which directors of the Company Board are to be electedvacancy created thereby, the Company will include in the slate of directors recommended for election by the Company Board to the shareholders of the Company such Preferred Nominee(s) (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholders), and will EduTrades shall use its commercially reasonable best efforts to take all action necessary (including recommending that the Company’s shareholders vote in favor of such Preferred Nominee(s)) without any undue delay to cause such person(s) successor to be elected by the shareholders of the Company as become a director of the Company Board. Notwithstanding anything in the Agreement to the contraryand EduTrades, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholdersrespectively, the Company Board and Whitney shall not be required to appoint such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders vote all of the CompanyVoting Stock owned or held of record by Whitney so as to elect any such director. (e) In Notwithstanding the event of the resignationforegoing, death, removal, disqualification or failure any obligation pursuant to be elected of a director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01, 2.3 shall be effective following the Sellers’ Representative, on behalf Closing and shall terminate and be of the Nominating Shareholders, may designate a replacement nominee, and the Company will use its commercially reasonable efforts to cause such person to be appointed to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01 may not be removed no further force or replaced effect at any time by the Company or the Company Board except for cause or as required by Applicable Law. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, Purchaser and its Affiliates no longer has the right to designate a Preferred Nominee under Sections 2.01(bbeneficially own, directly or indirectly, five (5) percent or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender his more of any Common Stock or her resignation from the Company Board as specified in the Company’s by-laws within two Business Days after receipt Common Stock Equivalents of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h), if at any time after the date hereof, the Sellers’ Representative, on behalf of the Nominating Shareholders, is not entitled to nominate (or elects not to nominate) a Preferred Designee or the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “Observer”) to the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided to the Company Board or any committee thereof at the same time as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, that the Observer shall have no right to participate in discussions at any such meetings unless requested by the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated by this Section 2.01(h) shall expire on the earliest to occur of (i) the Company’s redemption of all Preferred Shares, (ii) the appointment or election of the director contemplated by Section 2.01(b), or (iii) the date on which this Agreement terminates. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement the terms of the Articles of Amalgamation of the Company and are without limitation to any rights the Sellers’ Representative or the Initial Preferred Holders may have as holders of Preferred Shares or Common Shares pursuant to the Articles of Amalgamation or otherwise.

Company Board. (a) The Sellers’ RepresentativeFrom the Effective Date until the Second Threshold Date, acting on behalf the Company and RBS shall (i) use their best efforts to cause the Company Chief Executive Officer and the RBS Designee (who may, at the sole discretion of the Initial Preferred Holders and their Affiliated Transferees (the “Nominating Shareholders”RBS, be an Independent Director) shall have the right to designate individuals to serve on be members of the Company Board and (“Preferred Nominees”ii) pursuant cause the RBS Designee to and subject to be a member of each of the terms of this Section 2.01. Any Preferred Nominee shall meet the requirements set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directorsBank Boards. (b) Upon conversion of Convertible Preferred into Common Shares such that Until the Nominating Shareholders own beneficially in the aggregate at least 6.0% of the Company’s aggregate Issued and Outstanding Common SharesSecond Threshold Date, the Nominating Shareholders RBS shall have the right (i) to designate for nomination by the Company Board (or any nominating committee thereof) for election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one Preferred Nominee until RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such time person’s execution of a confidentiality agreement substantially in the form attached as Exhibit D hereto, attend all meetings of, the Company Board, the Bank Boards and committees thereof, and shall be entitled to receive and review all materials, reports, notifications, papers and agendas related thereto that directors receive (but only to the extent not contrary to applicable Law); provided that (x) the RBS Non-Voting Attendee shall not have the right to vote on any matters presented to the Company Board, the Bank Boards or committees thereof for a vote, (y) the RBS Non-Voting Attendee shall recuse himself or herself from any matter presented to the Company Board, the Bank Boards or any committee thereof if the RBS Designee recuses himself or herself from such matter and (z) the RBS Non-Voting Attendee shall not attend any meetings of the Audit Committee, the CompCo or the Nominating Shareholders no longer own beneficially at least 6.0% and Governance Committee. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the Company’s aggregate Issued Company Board, any Bank Board or any committee thereof at which the RBS Designee is not present, the RBS Non-Voting Attendee shall recuse himself or herself with respect to any matter presented to such meeting with respect to which the RBS Designee, if he or she were attending such meeting, would have an obligation to recuse himself or herself. The Company shall reimburse RBS for all travel and Outstanding Common Shareslodging expenses in connection with any RBS Non-Voting Attendee attending any Board meeting on the same terms, and subject to the same policies, as shall apply to directors of the Company Board. RBS may appoint a different person as RBS Non-Voting Attendee with respect to any meeting of the Company Board, the Bank Boards or any committees thereof, it being understood that any obligation hereunder of the Company to provide notice to the RBS Non-Voting Attendee shall be satisfied by delivery of notice to the person who was the RBS Non-Voting Attendee at the time of the most recent such meeting. (c) Upon conversion of Convertible Preferred into Common Shares such that Until the Nominating Shareholders own beneficially Second Threshold Date, the Company shall at all times exercise all authority under applicable Law to cause the RBS Designee to be nominated for election as a Company Board member by the Company Board (or any nominating committee thereof). Until the Second Threshold Date, the Company shall cause the RBS Designee to be included in the aggregate slate of nominees recommended by the Company Board to holders of Common Stock (including at least 10.0% any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such RBS Designee, including soliciting proxies in favor of the Company’s aggregate Issued and Outstanding Common Shareselection of such persons. The Company further agrees that, until the Nominating Shareholders Second Threshold Date, it shall have (i) fill any vacancy on the right Company Board or the Bank Boards created by the resignation, removal or incapacity of the RBS Designee with another RBS Designee identified by RBS, to designate one additional Preferred Nominee (for a total of two Preferred Nominees) until the extent RBS would at such time as have nomination rights (or appointment rights, in the Nominating Shareholders no longer own beneficially at least 10.0% case of the CompanyBank Boards) for such RBS Designee pursuant this Section 5.03, and (ii) except for the removal of an RBS Designee for Cause, use its best efforts not to permit the removal from the Company Board or the Bank Boards of any RBS Designee without RBS’s aggregate Issued and Outstanding Common Sharesconsent to the extent RBS would at such time have nomination rights (or appointment rights, in the case of the Bank Boards) for such RBS Designee pursuant to this Section 5.03. (d) After conversion of Convertible Preferred reaching On the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicableSecond Threshold Date, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but RBS Designee shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and to appoint to the Company Board such Preferred Nominee(s) until the Company’s next annual meeting. Beginning with such next annual meeting of the Company’s shareholders or at any meeting of the shareholders of the Company at which directors of the Company Board are to be elected, the Company will include in the slate of directors recommended for election by the Company Board to the shareholders of the Company such Preferred Nominee(s) (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholders), and will use its commercially reasonable efforts to take all action necessary (including recommending that the Company’s shareholders vote in favor of such Preferred Nominee(s)) to cause such person(s) to be elected by the shareholders of the Company as a director of the Company Board. Notwithstanding anything in the Agreement to the contrary, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholders, the Company Board shall not be required to appoint such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders of the Company. (e) In the event of the resignation, death, removal, disqualification or failure to be elected of a director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, and the Company will use its commercially reasonable efforts to cause such person to be appointed to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Law. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender submit his or her resignation from the Company Board as in accordance with any applicable Corporate Governance Guidelines of the Company in effect at such time. Unless otherwise specified in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h), if at any time after the date hereofsuch resignation, the Sellers’ Representative, on behalf of the Nominating Shareholders, is not entitled to nominate (or elects not to nominate) a Preferred Designee or acceptance by the Company Board does of such resignation shall not include at least one Preferred Nominee be required for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right such resignation to appoint one non-voting observer (an “Observer”) to the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided to the Company Board or any committee thereof at the same time as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, that the Observer shall have no right to participate in discussions at any such meetings unless requested by the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated by this Section 2.01(h) shall expire on the earliest to occur of (i) the Company’s redemption of all Preferred Shares, (ii) the appointment or election of the director contemplated by Section 2.01(b), or (iii) the date on which this Agreement terminatestake effect. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement the terms of the Articles of Amalgamation of the Company and are without limitation to any rights the Sellers’ Representative or the Initial Preferred Holders may have as holders of Preferred Shares or Common Shares pursuant to the Articles of Amalgamation or otherwise.

Company Board. (a) The Sellers’ RepresentativeCompany will appoint the Xxxxxx Designee to the current Board on December 18, acting on behalf 2018, with such appointment to be effective immediately following the effectiveness of the Initial Preferred Holders resignation of Mr. Galant on such date and their Affiliated Transferees (the “Nominating Shareholders”) shall have the right to designate individuals to serve on the Company Board (“Preferred Nominees”) pursuant to and subject to the terms execution of this Section 2.01. Any Preferred Nominee shall meet Agreement by the requirements set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directorsparties hereto. (b) Upon conversion of Convertible Preferred into Common Shares such that The Company will include the Nominating Shareholders own beneficially in the aggregate at least 6.0% Xxxxxx Designee as part of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one Preferred Nominee until such time as the Nominating Shareholders no longer own beneficially at least 6.0% slate of the Company’s aggregate Issued and Outstanding Common Shares. (c) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (nominees for a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing election to the Company. The Company Board then shall promptly adopt a resolution to increase at the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and to appoint to the Company Board such Preferred Nominee(s) until the Company’s next 2019 annual meeting. Beginning with such next annual meeting of the Company’s shareholders or at any meeting of the shareholders of the Company at which directors (the “2019 Annual Meeting”). The Company shall use its reasonable best efforts to cause the election of the Company Xxxxxx Designee to the Board are to be elected, at the Company will include 2019 Annual Meeting (including listing the Xxxxxx Designee in the slate of directors recommended for election by proxy statement and proxy card prepared, filed and delivered in connection with the Company Board to the shareholders of the Company such Preferred Nominee(s) (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholders), 2019 Annual Meeting and will use its commercially reasonable efforts to take all action necessary (including recommending that the Company’s shareholders vote in favor of such Preferred Nominee(sthe election of the Xxxxxx Designee (along with all other Company nominees) and otherwise supporting him for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate)) . Xxxxxx agrees to provide, or cause such person(s) to be elected provided, to the Company such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for inclusion of the Xxxxxx Designee on a slate of directors. (c) Should the Xxxxxx Designee resign from the Board or be rendered unable to, or refuse to be appointed to, or for any other reason fail to serve on or is not serving on, the Board (other than due to the termination of the obligations to nominate and/or appoint under this Agreement in accordance with Section 1(e) or 1(f) below), Xxxxxx shall be entitled to designate, and the Company shall cause to be appointed as a member of the Board, a replacement (a “Replacement Designee”) that is approved by the shareholders Company, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Replacement Designee”) (and if such proposed Replacement Designee is not an Acceptable Replacement Designee, Xxxxxx shall be entitled to continue designating a Replacement Designee until such proposed Replacement Designee is an Acceptable Replacement Designee). Any such Replacement Designee who becomes a Board member in replacement of the Xxxxxx Designee shall be deemed to be the Xxxxxx Designee for all purposes under this Agreement. (d) So long as the Xxxxxx Designee is a member of the Board: (1) the Board will not form an executive committee of the Board or any other committee of the Board with functions similar to those customarily granted to an executive committee unless, in each case, the Xxxxxx Designee is a member; (2) all Board consideration of, and voting with respect to, any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution, in each case involving the Company or any of its Subsidiaries or its or their securities or a material amount of the assets or businesses of the Company as or any of its Subsidiaries, will take place only at the full Board level or in committees of which the Xxxxxx Designee is a member; and (3) the Company confirms that its existing policies and practices applicable to directors of the Board, including the policy permitting any director of the Company Board to attend meetings of the standing committees of the Board. Notwithstanding anything in the Agreement , shall be equally applicable to the contrary, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholders, the Company Board shall not be required to appoint such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders of the CompanyXxxxxx Designee. (e) In From and after the event date of the resignation2019 Annual Meeting, deathfor any annual meeting of the shareholders of the Company, removalso long as the Xxxxxx Designee is on the Board, disqualification or failure the Company shall notify Xxxxxx in writing no less than 45 calendar days before the advance notice deadline set forth in the Company by-laws if the Xxxxxx Designee is to be elected of a director nominated by the Sellers’ Representative, on behalf of Company for election as a director at such meeting. If Xxxxxx is notified by the Nominating Shareholders, in accordance with this Section 2.01Company that the Xxxxxx Designee is to be nominated, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, and the Company will shall use its commercially reasonable best efforts to cause the election of the Xxxxxx Designee to the Board at such person meeting (including listing the Xxxxxx Designee in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommending that the Company’s shareholders vote in favor of the election of the Xxxxxx Designee (along with all other Company nominees) and otherwise supporting him or her for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate). Xxxxxx agrees to provide, or cause to be appointed provided, to the Company Board. Any director nominated by the Sellers’ Representative, on behalf such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for appointment of the Nominating ShareholdersXxxxxx Designee to the Board or inclusion of the Xxxxxx Designee on a slate of directors, in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Lawapplicable. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant Notwithstanding anything to the rights granted by such Section to tender his or her resignation from the Company Board as specified contrary in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h)Agreement, if at any time after the date hereofof this Agreement, the Sellers’ Representative, on behalf Xxxxxx (together with his controlled Affiliates) ceases to have Beneficial Ownership of at least 4.9% of the Nominating Shareholders, is not entitled to nominate outstanding Voting Securities (or elects not to nominateas defined below) a Preferred Designee or the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in Company, then (x) Xxxxxx shall cause the case of any breach of this Agreement by Xxxxxx Designee to promptly tender his or her resignation from the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “Observer”) to the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided to the Company Board or any committee thereof at the same time as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, that of the Observer Board on which he or she may be a member and (y) the Company shall have no right further obligations under this Agreement. (g) In furtherance of the foregoing, the Xxxxxx Designee shall, prior to participate in discussions at any such meetings unless requested by his or her nomination and/or appointment to the Company Board, and provided furtherXxxxxx shall cause the Xxxxxx Designee to, that execute an irrevocable resignation in the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated by this Section 2.01(h) shall expire on the earliest to occur of (i) the Company’s redemption of all Preferred Shares, (ii) the appointment or election of the director contemplated by Section 2.01(b), or (iii) the date on which this Agreement terminates. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement the terms of the Articles of Amalgamation of the Company and are without limitation to any rights the Sellers’ Representative or the Initial Preferred Holders may have attached hereto as holders of Preferred Shares or Common Shares pursuant to the Articles of Amalgamation or otherwise.Exhibit A.

Company Board. (ai) The Sellers’ Representative, acting on behalf At each meeting of the Initial Preferred Holders and their Affiliated Transferees (the “Nominating Shareholders”) shall have the right to designate individuals to serve on the Company Board (“Preferred Nominees”) pursuant to and subject to the terms of this Section 2.01. Any Preferred Nominee shall meet the requirements set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directors. (b) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one Preferred Nominee until such time as the Nominating Shareholders no longer own beneficially at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares. (c) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (for a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size stockholders of the Company Board (and/or seek the resignation or consent solicitation in lieu of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nomineemeeting) to accommodate such Preferred Nominee(s) and to appoint to the Company Board such Preferred Nominee(s) until the Company’s next annual meeting. Beginning with such next annual meeting of the Company’s shareholders or at any meeting of the shareholders of the Company at which directors of the Company Board are to be elected, the Company will include in agrees to (x) nominate two individuals designated by the slate CEP Investors to serve as members of directors recommended for election by the Company Board (each a "CEP NOMINEE"), (y) nominate one individual designated by MSDWCP to the shareholders serve as a member of the Company such Preferred Nominee(sBoard (a "MSDWCP NOMINEE") and (or substitute Preferred Nominee(sz) nominate one individual designated by the Sellers’ Representative, on behalf of the Nominating Shareholders), and will use its commercially reasonable efforts MSDWVP to take all action necessary (including recommending that the Company’s shareholders vote in favor of such Preferred Nominee(s)) to cause such person(s) to be elected by the shareholders serve as a member of the Company as Board (a director "MSDWVP NOMINEE", together with the MSDWCP Nominee, the "MS NOMINEES"). Further, at each such meeting of the Company Board. Notwithstanding anything stockholders (or consent solicitation in the Agreement to the contrary, if lieu of a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholdersmeeting), the Company Board shall not be required agrees to appoint recommend that the stockholders elect such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders of the Company. (e) In the event of the resignation, death, removal, disqualification or failure to be elected of a director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, CEP Nominees and the Company will use its commercially reasonable efforts to cause such person to be appointed MS Nominees to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Law. (fii) If At such time as the Sellers’ Representative, on behalf MS Investors shall have Transferred to persons other than their Permitted Transferees more than 50% of the Nominating Shareholdersshares of Common Stock owned by the MS Investors, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c)collectively, as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender his or her resignation from the Company Board as specified in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h), if at any time after the date hereof, the Sellers’ Representative, on behalf of the Nominating Shareholders, is not entitled to nominate (or elects not to nominate) a Preferred Designee or the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “Observer”) to the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided to the Company Board or any committee thereof at the same time as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, that the Observer shall have no right to participate in discussions at any such meetings unless requested by the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated by this Section 2.01(h) shall expire on the earliest to occur of (i) the Company’s redemption of all Preferred Shares, (ii) the appointment or election of the director contemplated by Section 2.01(b), or (iii) the date on which this Agreement terminates. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement Section 2.1(a)(ii) shall be automatically amended to provide that the terms of the Articles of Amalgamation Company shall be required to nominate only one individual designated by MSDWCP, which individual shall be a MSDWCP Nominee to serve as a member of the Company and are without limitation Board. Additionally, at such time as the CEP Investors shall have Transferred to any persons other than their Permitted Transferees more than 50% of the shares of Common Stock owned by the CEP Investors, collectively, as of the date hereof, the rights set forth in Section 2.1(a)(i) shall be automatically amended to provide that the Sellers’ Representative or Company shall be required to nominate only one individual designated by the Initial Preferred Holders may CEP Investors to serve as a member of the Company Board. (iii) At such time as the MS Investors shall have Transferred to persons other than their Permitted Transferees more than 90% of the shares of Common Stock owned by the MS Investors, collectively, as holders of Preferred Shares or the date hereof, the rights of the MS Investors set forth in Sections 2.1(a)(i)-(ii) shall terminate. Additionally, at such time as the CEP Investors shall have Transferred to persons other than their Permitted Transferees more than 90% of the shares of Common Shares pursuant to Stock owned by the Articles CEP Investors, collectively, as of Amalgamation or otherwisethe date hereof, the rights of the CEP Investors set forth in Sections 2.1(a)(i)-(ii) shall terminate.

Company Board. (a) The Sellers’ Representative, acting Company will on behalf of the Initial Preferred Holders and their Affiliated Transferees date hereof add Xxxxxxxx Xxxxxxxxxxx (the “Nominating ShareholdersIcahn Designee”) shall to the current board of directors of the Company (the “Board”) by increasing the size of the Board by one seat and appointing the Icahn Designee to fill the resulting vacancy. Concurrently with his appointment to the Board, Xx. Xxxxxxxxxxx will be appointed to (i) the Finance Committee of the Board and (ii) the Corporate Governance Committee of the Board. Xx. Xxxxxxxxxxx will have the same right as other members of the Board to designate individuals be invited to serve on attend, as an observer and without voting rights, meetings of committees of the Company Board of which Xx. Xxxxxxxxxxx is not a member. Except as otherwise agreed by the parties, the parties acknowledge and agree that the Icahn Designee under this Agreement cannot be the same person as any of the Icahn Designees under the Existing Settlement Agreement (“Preferred Nominees”) pursuant to and subject to the terms of this Section 2.01. Any Preferred Nominee shall meet the requirements set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directorsas defined below). (b) Upon conversion Should the Icahn Designee resign from the Board or be rendered unable to, or refuse to be appointed to, or for any other reason fail to serve on or is not serving on, the Board (other than due to an Ownership Trigger Event), including, for the avoidance of Convertible Preferred into Common Shares such that doubt, following the Nominating Shareholders own beneficially in the aggregate at least 6.0% effective time of the Company’s aggregate Issued Separation (the “Separation Effective Time”) the Icahn Group shall be entitled to designate, and Outstanding Common Sharesthe Company shall cause to be appointed as a member of the Board, a replacement (a “Replacement Designee”) that is approved by the Company (such approval not to be unreasonably withheld, conditioned or delayed), provided that, if such Replacement Designee is employed by Icahn Enterprises L.P. or Icahn Capital LP and listed on Schedule B hereto, the Nominating Shareholders selection of such member shall have not be subject to approval by the right Company (an “Acceptable Replacement Designee”) (and if such proposed Replacement Designee is not an Acceptable Replacement Designee, the Icahn Group shall be entitled to designate one Preferred Nominee continue designating a Replacement Designee until such time as the Nominating Shareholders no longer own beneficially at least 6.0% proposed Replacement Designee is an Acceptable Replacement Designee). Any such Replacement Designee who becomes a Board member in replacement of the Company’s aggregate Issued and Outstanding Common SharesIcahn Designee shall be deemed to be the Icahn Designee for all purposes under this Agreement. (c) Upon conversion of Convertible Preferred into Common Shares such that So long as the Nominating Shareholders own beneficially in the aggregate at least 10.0% Icahn Designee is a member of the Company’s aggregate Issued and Outstanding Common SharesBoard: (1) the Board will not form an executive committee of the Board or any other committee of the Board with functions similar to those customarily granted to an executive committee unless, in each case, the Nominating Shareholders shall have Icahn Designee is a member; and (2) all Board consideration of, and voting with respect to, any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring, recapitalization, sale or acquisition of material assets, liquidation or dissolution, in each case involving the right to designate one additional Preferred Nominee (for Company or any of its Subsidiaries or its or their securities or a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% material amount of the Company’s aggregate Issued assets or businesses of the Company or any of its Subsidiaries, and Outstanding Common Sharesany material financing transactions and appointment and employment of executive officers, will take place only at the full Board level or in committees of which the Icahn Designee is a member. (d) After conversion From and after the date of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) abovethis Agreement, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and to appoint to the Company Board such Preferred Nominee(s) until the Company’s next annual meeting. Beginning with such next for any annual meeting of the stockholders of the Company’s shareholders or at , including, for the avoidance of doubt, any meeting of after the shareholders of Separation Effective Time, so long as the Company at which directors of Icahn Designee is on the Company Board are to be electedBoard, the Company will include shall notify the Icahn Group in writing no less than 45 calendar days before the advance notice deadline set forth in the slate of directors recommended for election Company by-laws if the Icahn Designee is to be nominated by the Company Board for election as a director at such meeting. If the Icahn Group is notified by the Company that the Icahn Designee is to be nominated, the Company shall use its reasonable best efforts to cause the election of the Icahn Designee to the shareholders of the Company Board at such Preferred Nominee(s) (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholders), and will use its commercially reasonable efforts to take all action necessary meeting (including listing the Icahn Designee in the proxy statement and proxy card prepared, filed and delivered in connection with such meeting and recommending that the Company’s shareholders stockholders vote in favor of such Preferred Nominee(s)) to cause such person(s) to be elected by the shareholders of the Company as a director of the Company Board. Notwithstanding anything in the Agreement to the contrary, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholders, the Company Board shall not be required to appoint such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of the Icahn Designee (along with all other Company nominees) and otherwise supporting him or her for election in a Preferred Nominee at manner no less rigorous and favorable than the next meeting of shareholders manner in which the Company supports its other nominees in the aggregate). The Icahn Group agrees to provide, or cause to be provided, to the Company such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for appointment of the CompanyIcahn Designee to the Board or inclusion of the Icahn Designee on a slate of directors, as applicable. (e) In the event of the resignation, death, removal, disqualification or failure to be elected of a director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, and the Company will use its commercially reasonable efforts to cause such person to be appointed Notwithstanding anything to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, contrary in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Law. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender his or her resignation from the Company Board as specified in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h)Agreement, if at any time after the date hereofof this Agreement, the Sellers’ Representative, on behalf members of the Nominating Shareholders, is not entitled Icahn Group (together with their controlled Affiliates) collectively cease to nominate have Beneficial Ownership of at least 4.9% of the outstanding Voting Securities (or elects not to nominateas defined below) a Preferred Designee or of the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “ObserverOwnership Trigger Event”), then (x) the Icahn Group shall cause the Icahn Designee to promptly tender his or her resignation from the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided to the Company Board or any committee thereof at the same time as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, that of the Observer Board on which he or she may be a member and (y) the Company shall have no right further obligations under this Agreement. (f) In furtherance of the foregoing, the Icahn Designee shall, prior to participate in discussions at any such meetings unless requested by his or her appointment to the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated by this Section 2.01(h) shall expire on the earliest to occur of (i) the Company’s redemption of all Preferred Shares, (ii) the appointment or election each member of the director contemplated by Section 2.01(b)Icahn Group shall cause the Icahn Designee to, or (iii) execute an irrevocable resignation in the date on which this Agreement terminates. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement the terms of the Articles of Amalgamation of the Company and are without limitation to any rights the Sellers’ Representative or the Initial Preferred Holders may have form attached hereto as holders of Preferred Shares or Common Shares pursuant to the Articles of Amalgamation or otherwise.Exhibit A.

Company Board. (ai) The Sellers’ RepresentativePrior to the Closing, acting on behalf the Company, the Corporate Governance and Nominating Committee of the Initial Preferred Holders Company Board and their Affiliated Transferees the Company Board shall take all actions (including making any filings and disclosures, and taking any other actions, necessary to comply with applicable Law and the Marketplace Rules of NASDAQ (the “Nominating ShareholdersNASDAQ Market Place Rules”)) so that, immediately following the Closing, without any further action by the Company or the Company Board (or any committee thereof), (A) the Company Board consists of a total of nine members, (B) those individuals listed on Schedule 5(a)(i) (each such individual, and any successor thereto, substitute therefor or replacement thereof designated by the Sterling Investors (as defined below), being referred to herein as a “Sterling Designee” and collectively as the “Sterling Designees”) shall have become members of the right to designate individuals to serve Company Board, filling the vacancies created by the Company Board Resignations and allocated among the classes of directors on the Company Board (“Preferred Nominees”) pursuant to and subject to the terms of this Section 2.01. Any Preferred Nominee shall meet the requirements as set forth in on Schedule 5(a)(i), and (C) the Company shall be treated as a “Selection of Directorscontrolled company” criteria in as defined by the NASDAQ Marketplace Rule 5615(c)(1) (a “Controlled Company’s Corporate Governance Guidelines in effect from time ”). So long as, after the Closing, the Company qualifies as a Controlled Company, the Company shall elect to time that are applicable be, and take all action necessary to all directorsbe, treated as a Controlled Company. (bii) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 6.0% of the The Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one Preferred Nominee until such time as the Nominating Shareholders no longer own beneficially at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares. (c) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (for a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and obligation to appoint the Sterling Designees to the Company Board such Preferred Nominee(sas provided above shall be subject to Section 14(f) until of the Company’s next annual meeting1934 Act and Rule 14f-1 promulgated thereunder. Beginning The Company shall promptly take all actions required pursuant to Section 14(f) of the 1934 Act and Rule 14f-1 in order to fulfill its obligations under this Section 5(a)(ii), including mailing to shareholders any information required by Section 14(f) of the 1934 Act and Rule 14f-1, to enable the Sterling Designees to be elected or appointed to the Company Board at the time or times contemplated by this Section 5(a)(ii). Sterling shall supply or cause to be supplied to the Company any information with such next respect to the Buyers and proposed Sterling Designees required by Section 14(f) of the 1934 Act and Rule 14f-1. (iii) After the Company Shareholders Meeting, in connection with any annual meeting of the Company’s shareholders of the Company or at any special meeting of the shareholders of the Company at which directors are to be elected following the Closing, so long as Sterling and its Affiliates (the “Sterling Investors”) beneficially own, in the aggregate, at least 20% of the total voting power of the outstanding shares of Common Stock entitled to vote generally in the election of directors on the record date for such meeting, the Corporate Governance and Nominating Committee of the Company Board are to be electedshall recommend the nomination of, the Company will include in the slate of directors recommended for election by and the Company Board to the shareholders of the Company such Preferred Nominee(s) shall nominate for reelection (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholderselection), and will use its commercially reasonable efforts to take all action necessary (including recommending recommend that the Company’s shareholders vote in favor of such Preferred Nominee(s)) election to cause such person(s) to be elected by the shareholders Company Board of, and solicit proxies in favor of the Company as a director of election of, and the Company Board. Notwithstanding anything in the Agreement to the contrary, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholders, and the Company Board shall not be required otherwise take all actions as are reasonably necessary or desirable to appoint elect, those Sterling Designees whose terms of office expire at such individual Preferred Nominee after shareholder meeting (or, in the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders discretion of the Company. (e) In the event of the resignationSterling Investors, death, removal, disqualification such replacements thereof or failure to be elected of a director nominated successors thereto designated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, and the Company will use its commercially reasonable efforts to cause such person to be appointed to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Law. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender his or her resignation from the Company Board as specified in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h), if at any time after the date hereof, the Sellers’ Representative, on behalf of the Nominating Shareholders, is not entitled to nominate (or elects not to nominate) a Preferred Designee or the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “Observer”Sterling Investors) to the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided to the Company Board or any committee thereof at the same time as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, however, that, in the event that the Observer shall have no right to participate in discussions at any such meetings unless requested by the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of after consultation with outside legal counsel, that such exclusion is reasonably necessary its nomination of a particular Sterling Designee would constitute a breach of its fiduciary duties to preserve the attorney-client privilege. Reasonable costs and expenses incurred by Company’s shareholders, then the Observer Company shall nominate another individual designated for election to the purposes of attending Company Board by Sterling (or committeesubject in each case to this proviso) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated Company shall take all of the actions required by this Section 2.01(h5(a)(iii) with respect to the election at such shareholder meeting of such substitute Sterling Designee; and provided, further, that the Company Board shall expire only be obligated pursuant to this Section 5(a)(iii) to nominate for election at such shareholder meeting (and take the other required actions with respect to) that number of the Sterling Designees such that the sum of the number of such Sterling Designees and the number of any Sterling Designees then serving on the earliest Company Board and whose terms are not expiring at such shareholder meeting, equals the product of the total number of directors on the Company Board multiplied by the percentage that the aggregate number of Common Shares then beneficially owned by the Buyers, collectively, represents of the total number of shares of Common Stock then outstanding, rounded up to occur the nearest whole number of directors. If, as a result of the last proviso of the immediately preceding sentence, the Company Board is entitled, and intends, to nominate less than all of the Sterling Designees at a particular meeting, Sterling shall determine which of such Sterling Designees shall no longer constitute Sterling Designees. The provisions of this Section 5(a)(iii) are in addition to and shall not limit any rights that any of the Buyers or any of their respective Affiliates may have as a record holder or beneficial owner of shares of Common Stock as a matter of applicable Law with respect to the election of directors or otherwise. (iiv) In the event that at any time there is a vacancy on the Company Board resulting from retirement, resignation or other termination of service for any reason of a Sterling Designee, the Company shall promptly fill such vacancy (for the remainder of the then current term) with an individual designated by Sterling, provided, however, that, in the event that the Company Board determines in good faith, after consultation with outside legal counsel, that its appointment of a particular Sterling Designee to fill such vacancy would constitute a breach of its fiduciary duties to the Company’s redemption of all Preferred Sharesshareholders, then the Company shall fill such vacancy with another individual designated by Sterling (ii) the appointment or election of the director contemplated by Section 2.01(bsubject again in each case to this proviso), or (iii) the date on which this Agreement terminates. (iv) For The Company Board shall take such actions so that at all times (A) the avoidance number of doubt, the rights set forth in this Agreement supplement the terms Sterling Designees on each of the Articles of Amalgamation Nominating Committee of the Company Board, the Compensation Committee of the Company Board and are without limitation to any rights each other standing committee of the Sellers’ Representative or Company Board (other than the Initial Preferred Holders may have as holders Audit Committee) equals no less than the product of Preferred Shares or Common Shares pursuant the total number of members of such committee, multiplied by a fraction, the numerator of which is the total number of Sterling Designees on the Company Board, and the denominator of which is the total number of directors on the Company Board, rounded up to the Articles nearest whole number of Amalgamation Sterling Designees, and (B) if permitted by NASDAQ Marketplace Rules, there is at least one Sterling Designee on the Audit Committee of the Company Board; provided, however, that there shall not be a violation of this Section 5(a)(v) if, as a result of the termination of service of a Sterling Designee or otherwiseother change in the composition of the Company Board or a committee of the Company Board that does not in and of itself constitute, or result from, a breach of this Section 5(a)(v), the number of Sterling Designees on a committee of the Company Board is less than the minimum number required by this Section 5(a)(v), so long as the Company Board takes prompt action to cause the number of Sterling Designees on such committee to be at least such minimum number.

Company Board. (a) The Sellers’ RepresentativeCompany shall take all necessary action so that, acting on behalf as of the Initial Preferred Holders and their Affiliated Transferees (the “Nominating Shareholders”) shall have the right to designate individuals to serve on Closing, the Company Board shall be constituted as follows: (“Preferred Nominees”i) pursuant to and subject to Xxxxx Xxxxxx, (ii) three individuals who are directors of the terms Company on the date of this Section 2.01Agreement and who are acceptable to Purchaser, (iii) four individuals designated by Purchaser (the "Purchaser Designees"), and (iv) one additional person acceptable to Purchaser and the existing Board who shall satisfy the qualification requirements as an "independent" director and as a member of the audit committee of both the Company and Purchaser under the rules and regulations of the New York Stock Exchange (assuming for such purpose that Purchaser was a NYSE-listed company) (the "Independent Director"). Any Preferred Nominee In the event the Independent Director or any of the Purchaser Designees shall meet be unable to serve as a director as of the requirements Closing, a replacement for such director shall be designated by the same party which designated such individual and in the same manner as set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directorsthis Section 4.10. (b) Upon conversion Effective as of Convertible Preferred into Common Shares the Closing, the Company will amend its bylaws to provide that (i) each committee of the Company Board will be comprised of that number of Purchaser Designees equal to the product (rounded to the nearest whole number in accordance with established mathematical convention) of the number of directors on such committee multiplied by a fraction, the numerator of which is the number of Purchaser Designees and the denominator of which is the number of directors on the entire Company Board; provided, however, that the Nominating Shareholders own beneficially in the aggregate at least 6.0% number of Purchaser Designees shall not constitute a majority of the Company’s aggregate Issued and Outstanding Common Shares, members of any committee unless the Nominating Shareholders shall have the right to designate one Preferred Nominee until such time as the Nominating Shareholders no longer own beneficially at least 6.0% Purchaser Designees also constitute a majority of the Company’s aggregate Issued members of the Company Board, and Outstanding Common Shares(ii) the total number of directors will not exceed nine. Such amendment may not be further amended by the Company Board without the approval of a majority of the Purchaser Designees. (c) Upon conversion of Convertible Preferred into Common Shares such that On the Nominating Shareholders own beneficially Closing Date, in the aggregate at least 10.0% event any of the Company’s aggregate Issued and Outstanding Common Shares, Purchaser Designees or the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (for a total of two Preferred Nominees) until such time as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but Independent Director shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size of the Company Board (and/or seek the resignation of a director, but only if the maximum number of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and to appoint have been elected to the Company Board such Preferred Nominee(s) until the Company’s next annual meeting. Beginning with such next annual meeting of the Company’s shareholders or at any meeting of the shareholders of the Company at which Stockholders Meeting, the Company shall use its best efforts to cause the directors of the Company Board are to be elected, the Company will include in the slate of directors recommended for election by the Company Board to the shareholders or any Subsidiaries of the Company to submit their resignations from such Preferred Nominee(s) (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholders), and will use its commercially reasonable efforts to take all action positions as may be necessary (including recommending that the Company’s shareholders vote in favor of such Preferred Nominee(s)) to cause such person(s) to be elected by the shareholders of the Company as a director of the Company Board. Notwithstanding anything in the Agreement to the contrary, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholders, the Company Board shall not be required to appoint such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders of the Company. (e) In the event of the resignation, death, removal, disqualification or failure to be elected of a director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, Purchaser Designees and the Company will use its commercially reasonable efforts to cause such person to be appointed to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Law. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender his or her resignation from the Company Board as specified in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board (or committee) meetings will be paid by the Company. (h) Subject to the last sentence of this Section 2.01(h), if at any time after the date hereof, the Sellers’ Representative, on behalf of the Nominating Shareholders, is not entitled to nominate (or elects not to nominate) a Preferred Designee or the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “Observer”) to the Company Board, who shall (i) be provided by the Company with all notices of meetings, consents, minutes and other written materials that are provided Independent Director to the Company Board or any committee thereof at the same time in accordance with Section 4.10, effective as such materials are provided to the Company Board or such committee, as applicable, and (ii) be entitled to attend all meetings of the Company Board and any committee thereof; provided, that the Observer shall have no right to participate in discussions at any such meetings unless requested by the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof if the Company Board determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated by this Section 2.01(h) shall expire on the earliest to occur of (i) the Company’s redemption of all Preferred Shares, (ii) the appointment or election of the director contemplated by Section 2.01(b), or (iii) the date on which this Agreement terminatesClosing Date. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement the terms of the Articles of Amalgamation of the Company and are without limitation to any rights the Sellers’ Representative or the Initial Preferred Holders may have as holders of Preferred Shares or Common Shares pursuant to the Articles of Amalgamation or otherwise.

Company Board. (ai) The Sellers’ RepresentativeCompany, acting on behalf the Nominating and Corporate Governance Committee of the Initial Preferred Holders Company Board and their Affiliated Transferees (the “Nominating Shareholders”) shall Company Board have taken all actions so that, immediately following the right to designate individuals to serve on 2023 Annual Meeting of Stockholders of the Company, without any further action by the Company or the Company Board (“Preferred Nominees”or any committee thereof), (A) pursuant to and subject to the terms of this Section 2.01. Any Preferred Nominee shall meet the requirements set forth in the “Selection of Directors” criteria in the Company’s Corporate Governance Guidelines in effect from time to time that are applicable to all directors. (b) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders Company Board shall have the right been increased to designate one Preferred Nominee until such time as the Nominating Shareholders no longer own beneficially at least 6.0% of the Company’s aggregate Issued and Outstanding Common Shares. (c) Upon conversion of Convertible Preferred into Common Shares such that the Nominating Shareholders own beneficially in the aggregate at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares, the Nominating Shareholders shall have the right to designate one additional Preferred Nominee (for a total of two Preferred Nomineesnine members, and (B) until such time those individuals listed on Schedule 4.j shall be added as the Nominating Shareholders no longer own beneficially at least 10.0% of the Company’s aggregate Issued and Outstanding Common Shares. (d) After conversion of Convertible Preferred reaching the thresholds set forth in Sections 2.01(b) or 2.01(c) above, as applicable, the Sellers’ Representative, on behalf of the Nominating Shareholders, may (but shall not be required to) designate a Preferred Nominee or Preferred Nominees (as applicable) in writing to the Company. The Company Board then shall promptly adopt a resolution to increase the size members of the Company Board (and/or seek collectively with any successors as set forth herein, the resignation “Board Designees”), filling the vacancies created by the increase in the size of a directorthe Board to nine members, but only if and allocated among the maximum number classes of directors specified in Section 5 of the Company’s Articles of Amalgamation, as amended, would be exceeded by the appointment of such Preferred Nominee) to accommodate such Preferred Nominee(s) and to appoint to on the Company Board as set forth on Schedule 4.j. (ii) Except as provided herein and so long as the Buyers and their Affiliates collectively beneficially own at least twenty percent (20%) of the Conversion Shares and Warrant Shares underlying the Preferred Stock and Warrants issued pursuant to this Agreement (assuming the full conversion or exercise of such Preferred Nominee(sSecurities, as applicable, irrespective of any ownership limitations contained therein) until and the Company’s next annual meeting. Beginning Lead Investor and its Affiliates collectively hold at least the Required Beneficial Ownership Amount (as defined below): (i) in connection with such next any annual meeting of the Company’s shareholders of the Company or at any special meeting of the shareholders of the Company at which directors of the Company Board are to be elected, the Company will include in the slate Nominating and Corporate Governance Committee of directors recommended for election by the Company Board to shall recommend the shareholders of nomination of, and the Company such Preferred Nominee(s) Board shall nominate for reelection (or substitute Preferred Nominee(s) designated by the Sellers’ Representative, on behalf of the Nominating Shareholderselection), and will use its commercially reasonable efforts to take all action necessary (including recommending recommend that the Company’s shareholders vote in favor of such Preferred Nominee(s)) election to cause such person(s) to be elected by the shareholders Company Board of, and solicit proxies in favor of the Company as a director of election of, and the Company Board. Notwithstanding anything in the Agreement to the contrary, if a Preferred Nominee is included in management’s slate of directors but is not elected by the shareholders, and the Company Board shall not be required otherwise take all actions as are reasonably necessary or desirable to appoint such individual Preferred Nominee after the shareholder meeting; provided, that this sentence shall not limit the Company’s or the Company Board’s obligations hereunder with respect to the election of a Preferred Nominee at the next meeting of shareholders of the Company. (e) In the event of the resignation, death, removal, disqualification or failure to be elected of a director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01elect, the Sellers’ Representative, on behalf of the Nominating Shareholders, may designate a replacement nominee, and the Company will use its commercially reasonable efforts to cause such person to be appointed to the Company Board. Any director nominated by the Sellers’ Representative, on behalf of the Nominating Shareholders, in accordance with this Section 2.01 may not be removed or replaced at any time by the Company or the Company Board except for cause or as required by Applicable Law. (f) If the Sellers’ Representative, on behalf of the Nominating Shareholders, no longer has the right to designate a Preferred Nominee under Sections 2.01(b) or (c), as applicable, the Sellers’ Representative shall instruct the Preferred Nominee serving on the Company Board pursuant to the rights granted by such Section to tender his or her resignation from the Company Board as specified in the Company’s by-laws within two Business Days after receipt of a written request from the Company to so resign. (g) Reasonable costs and expenses incurred by a Preferred Nominee for the purposes of attending Company Board Designees (or committeeDesignee) meetings will be paid by the Company. (h) Subject to the last sentence whose terms of this Section 2.01(h), if office expire at any time after the date hereof, the Sellers’ Representative, on behalf of the Nominating Shareholders, is not entitled to nominate (or elects not to nominate) a Preferred Designee or the Company Board does not include at least one Preferred Nominee for any reason, then, without limiting any other rights of the Sellers’ Representative in the case of any breach of this Agreement by the Company or the Company Board, the Sellers’ Representative acting on behalf of the Nominating Shareholders shall have the right to appoint one non-voting observer (an “Observer”) such shareholder meeting to the Company Board, who shall and (iii) be except as provided by herein, neither the Company with all notices Board nor the Nominating and Corporate Governance Committee thereof shall take any action to increase the size of meetings, consents, minutes and other written materials that are provided the Company Board to more than nine (9) members without the consent of the Lead Investor. If any Board Designee is not elected or re-elected to the Company Board or at any committee thereof at meeting of the same time as Company’s stockholders, then the Company Board shall promptly increase the size of the Company Board by one (1) member and appoint such materials are provided Board Designee to fill the resulting vacancy. In order to comply with the rules of the Principal Market, the “Required Beneficial Ownership Amount” shall mean (i) in order to designate two members to the Company Board Board, not less than 12% of the Company’s outstanding shares of Common Stock (assuming full conversion or such committeeexercise of the Securities, but subject to any applicable conversion blocker) and (ii) in order to designate one member to the Company Board, not less than 5.0% of the Company’s outstanding shares of Common Stock (assuming full conversion or exercise of the Securities, but subject to any applicable conversion blocker). At any time while serving as a member of the Company Board, one or both, as applicable, and (ii) be entitled to attend all meetings of the Board Designees shall resign as a member of the Company Board and any committee thereof; provided, that at the Observer shall have no right to participate in discussions at any such meetings unless requested by written request of the Company Board, and provided further, that the Observer may be excluded from access to any material or meeting or portion thereof Board if the Company Board determines in good faith, upon advice of counsel, Buyers collectively beneficially own less than the applicable Required Beneficial Ownership Amount. To the extent that such exclusion is reasonably necessary to preserve the attorney-client privilege. Reasonable costs and expenses incurred by the Observer for the purposes of attending Company Board (or committee) meetings will be paid by the Company. As a condition of his or her appointment, the Observer shall enter into a confidentiality and non-disclosure agreement with the Company in a customary form reasonably acceptable to the Company Board and the Observer. The Observer rights contemplated by this Section 2.01(h) shall expire on the earliest to occur of (i) the Company’s redemption of all Preferred Shares, (ii) nomination right with respect to the appointment or election Board Designees is in conflict with applicable rules of the director contemplated Principal Market with respect to board nomination rights, as confirmed by Section 2.01(b), or (iii) the date on which this Agreement terminates. (i) For the avoidance of doubt, the rights set forth in this Agreement supplement the terms representatives of the Articles Principal Market, then the Company shall only be required to nominate the maximum number of Amalgamation Board Designees that would not violate the applicable rules of the Company and are without limitation to any rights the Sellers’ Representative or the Initial Preferred Holders may have as holders of Preferred Shares or Common Shares pursuant to the Articles of Amalgamation or otherwisePrincipal Market.