Common use of Company Board Clause in Contracts

Company Board. (i) The Company, the Corporate Governance and Nominating Committee of the Company Board and the Company Board have taken all actions 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 shall have been increased to a total of ten (10) members, and (B) those individuals listed on Schedule 4.j shall be added as members of the Company Board (collectively with any successors as set forth herein, the “Board Designees”), filling the vacancies created by the increase in the size of the Board to ten (10) members, and allocated among the classes of directors on the Company Board as set forth on Schedule 4.j. (ii) Except as provided herein and so long as the Lead Investor beneficially owns at least twenty percent (20%) of the Conversion Shares underlying the Preferred Stock issued pursuant to this Agreement (assuming the full conversion of such Preferred Stock, irrespective of any ownership limitations contained therein): (i) in connection with any annual meeting of the stockholders of the Company or any special meeting of the stockholders of the Company at which directors are to be elected, the Corporate Governance and Nominating Committee of the Company Board shall recommend the nomination of, and the Company Board shall nominate for reelection (or election), recommend that the Company’s stockholders vote in favor of election to the Company Board of, and solicit proxies in favor of the election of, and the Company and the Company Board shall otherwise take all actions as are reasonably necessary or desirable to elect, the Board Designees (or Designee) whose terms of office expire at such stockholder meeting to the Company Board, and (ii) except as provided herein, neither the Company Board nor the Corporate Governance and Nominating Committee thereof shall take any action to increase the size of the Company Board to more than ten (10) members without the consent of the Lead Investor. If any Board Designee is not elected or re-elected to the Company Board at any meeting of the Company’s stockholders, then the Company Board shall promptly increase the size of the Company Board by one (1) member and appoint such Board Designee to fill the resulting vacancy. To the extent that the Company’s nomination right with respect to the Board Designees is in conflict with applicable rules of the Principal Market with respect to board nomination rights, as confirmed by representatives of the Principal Market, then the Company shall only be required to nominate the maximum number of Board Designees that would not violate the applicable rules of the Principal Market. (iii) Each Board Designee shall be entitled to the same compensation, the same indemnification and the same director and officer insurance in connection with such Board Designee’s role as a director as all other members of the Company Board, and each Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Company Board and any committees thereof, to the same extent as all other members of the Company Board. In addition, each Board Designee shall be entitled to the same information regarding the Company and any subsidiaries in connection with such Board Designee’s role as a director as all other members of the Company Board, and each such Board Designee shall be entitled to share such information with the Lead Investor, subject to the Board Designee’s confidentiality obligations (to which the Lead Investor must be bound) and other policies and procedures as a director on the Company Board. The Company agrees that any such indemnification arrangements described in this Section 4.j(iii) will be the primary source of indemnification and advancement of expenses in connection with the matters covered thereby and payment thereon will be made before, offset and reduce any other insurance, indemnity or expense advancement to which a Board Designee may be entitled or which is actually paid in connection with such matters. (iv) In the event that any Board Designee shall cease serving as a member of the Company Board, whether by resignation, removal, death, disability or otherwise (but excluding any resignation required pursuant to Section 4.j(ii)), then the Lead Investor shall select a replacement Board Designee and the Company Board shall promptly take all actions necessary to appoint such replacement Board Designee to fill the resulting vacancy.

Company Board. (ia) The CompanyPromptly upon the purchase by Newco pursuant to the Offer or otherwise of such number of shares of Company Common Stock as represents at least a majority of the outstanding shares thereof, and from time to time thereafter, Newco shall be entitled to designate such number of directors, rounded up to the Corporate Governance and Nominating Committee next whole number, on the Board of Directors of the Company as will give Newco representation on the Board and the Company Board have taken all actions 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 shall have been increased to a total of ten (10) members, and (B) those individuals listed on Schedule 4.j shall be added as members Directors of the Company Board (collectively with any successors as set forth herein, equal to the “Board Designees”), filling the vacancies created by the increase in the size product of the Board to ten (10) members, and allocated among the classes number of directors on the Company Board as set forth on Schedule 4.j. (ii) Except as provided herein and so long as the Lead Investor beneficially owns at least twenty percent (20%) of the Conversion Shares underlying the Preferred Stock issued pursuant to this Agreement (assuming the full conversion of such Preferred Stock, irrespective of any ownership limitations contained therein): (i) in connection with any annual meeting of the stockholders Directors of the Company or any special meeting and the percentage that such number of shares of Company Common Stock so purchased bears to the stockholders number of the shares of Company at which directors are to be elected, the Corporate Governance and Nominating Committee of the Company Board shall recommend the nomination ofCommon Stock outstanding, and the Company Board shall nominate for reelection (or election)shall, recommend that the Company’s stockholders vote in favor of election to the Company Board ofupon request by Newco, and solicit proxies in favor of the election of, and the Company and the Company Board shall otherwise take all actions as are reasonably necessary or desirable to elect, the Board Designees (or Designee) whose terms of office expire at such stockholder meeting to the Company Board, and (ii) except as provided herein, neither the Company Board nor the Corporate Governance and Nominating Committee thereof shall take any action to increase the size of the Company Board to more than ten (10) members without the consent of the Lead Investor. If any Board Designee is not elected or re-elected to the Company Board at any meeting of the Company’s stockholders, then the Company Board shall promptly increase the size of the Board of Directors of the Company or use its best efforts to secure the resignations of such number of directors as is necessary to provide Newco with such level of representation and shall cause Newco designees to be so elected. The Company will also use its best efforts to cause persons designated by Newco to constitute the same percentage as is on the entire Board by one (1) member and appoint such of Directors of the Company to be on each committee of the Board Designee to fill the resulting vacancy. To the extent that of Directors of the Company’s nomination right with respect . The Company's obligations to the appoint designees to its Board Designees is in conflict with applicable rules of Directors shall be subject to Section 14(f) of the Principal Market with respect to board nomination rightsExchange Act. At the request of Newco, as confirmed by representatives of the Principal Market, then the Company shall only be required to nominate the maximum number of Board Designees that would not violate the applicable rules of the Principal Market. (iii) Each Board Designee shall be entitled to the same compensation, the same indemnification and the same director and officer insurance in connection with such Board Designee’s role as a director as all other members of the Company Board, and each Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Company Board and any committees thereof, to the same extent as all other members of the Company Board. In addition, each Board Designee shall be entitled to the same information regarding the Company and any subsidiaries in connection with such Board Designee’s role as a director as all other members of the Company Board, and each such Board Designee shall be entitled to share such information with the Lead Investor, subject to the Board Designee’s confidentiality obligations (to which the Lead Investor must be bound) and other policies and procedures as a director on the Company Board. The Company agrees that any such indemnification arrangements described in this Section 4.j(iii) will be the primary source of indemnification and advancement of expenses in connection with the matters covered thereby and payment thereon will be made before, offset and reduce any other insurance, indemnity or expense advancement to which a Board Designee may be entitled or which is actually paid in connection with such matters. (iv) In the event that any Board Designee shall cease serving as a member of the Company Board, whether by resignation, removal, death, disability or otherwise (but excluding any resignation required pursuant to Section 4.j(ii)), then the Lead Investor shall select a replacement Board Designee and the Company Board shall promptly take all actions necessary to appoint effect any such replacement election or appointment of Newco's designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder which, unless Parent otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Newco will promptly supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by such Section and Rule. (b) Following the election or appointment of Newco's designees pursuant to Section 4.9(a) and prior to the Effective Time of Merger, and so long as there shall be at least one Continuing Director (as defined below), any amendment of this Agreement requiring action by the Board Designee to fill of Directors of the resulting vacancyCompany, any extension of time for the performance of any of the obligations or other acts of Parent or Newco under this Agreement and any waiver of compliance with any of the agreements or conditions under this Agreement for the benefit of the Company will require the concurrence of a majority of the directors of the Company then in office who are directors of the Company on the date hereof (the "Continuing Directors").

Company Board. (a) From the Effective Date until the Second Threshold Date, the Company and RBS shall (i) The Companyuse their best efforts to cause the Company Chief Executive Officer and the RBS Designee (who may, at the Corporate Governance and Nominating Committee sole discretion of RBS, be an Independent Director) to be members of the Company Board and (ii) cause the Company Board RBS Designee to be a member of each of the Bank Boards. (b) Until the Second Threshold Date, RBS shall have taken all actions so that, immediately following the Closing, without any further action right (i) to designate for nomination by the Company or the Company Board (or any nominating committee thereof), (A) the Company Board shall have been increased to a total of ten (10) members, and (B) those individuals listed on Schedule 4.j shall be added as members of the Company Board (collectively with any successors as set forth herein, the “Board Designees”), filling the vacancies created by the increase in the size of the Board to ten (10) members, and allocated among the classes of directors on the Company Board as set forth on Schedule 4.j. (ii) Except as provided herein and so long as the Lead Investor beneficially owns at least twenty percent (20%) of the Conversion Shares underlying the Preferred Stock issued pursuant to this Agreement (assuming the full conversion of such Preferred Stock, irrespective of any ownership limitations contained therein): (i) in connection with any annual meeting of the stockholders of the Company or any special meeting of the stockholders of the Company at which directors are to be elected, the Corporate Governance and Nominating Committee of the Company Board shall recommend the nomination of, and the Company Board shall nominate for reelection (or election), recommend that the Company’s stockholders vote in favor of election to the Company Board the RBS Designee and (ii) to appoint, at any time and from time to time, one RBS Non-Voting Attendee who shall be entitled to receive notice of, and, subject to such 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 solicit 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 and (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. In addition, in the event that the RBS Non-Voting Attendee attends a meeting of the 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 lodging 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) Until the 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 slate of nominees recommended by the Company Board to holders of Common Stock (including at 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 election ofof such persons. The Company further agrees that, and until the Company and Second Threshold Date, it shall (i) fill any vacancy on the Company Board shall otherwise take all actions as are reasonably necessary or desirable the Bank Boards created by the resignation, removal or incapacity of the RBS Designee with another RBS Designee identified by RBS, to elect, the Board Designees extent RBS would at such time have nomination rights (or Designeeappointment rights, in the case of the Bank Boards) whose terms of office expire at for such stockholder meeting to the Company BoardRBS Designee pursuant this Section 5.03, and (ii) except as provided hereinfor the removal of an RBS Designee for Cause, neither use its best efforts not to permit the removal from the Company Board nor or the Bank Boards of any RBS Designee without RBS’s consent 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) On the Second Threshold Date, the RBS Designee shall submit his or her resignation from the Company Board in accordance with any applicable Corporate Governance and Nominating Committee thereof shall take any action to increase the size Guidelines of the Company Board to more than ten (10) members without in effect at such time. Unless otherwise specified in such resignation, the consent of the Lead Investor. If any Board Designee is not elected or re-elected to acceptance by the Company Board at any meeting of the Company’s stockholders, then the Company Board such resignation shall promptly increase the size of the Company Board by one (1) member and appoint such Board Designee to fill the resulting vacancy. To the extent that the Company’s nomination right with respect to the Board Designees is in conflict with applicable rules of the Principal Market with respect to board nomination rights, as confirmed by representatives of the Principal Market, then the Company shall only not be required for such resignation to nominate the maximum number of Board Designees that would not violate the applicable rules of the Principal Markettake effect. (iii) Each Board Designee shall be entitled to the same compensation, the same indemnification and the same director and officer insurance in connection with such Board Designee’s role as a director as all other members of the Company Board, and each Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Company Board and any committees thereof, to the same extent as all other members of the Company Board. In addition, each Board Designee shall be entitled to the same information regarding the Company and any subsidiaries in connection with such Board Designee’s role as a director as all other members of the Company Board, and each such Board Designee shall be entitled to share such information with the Lead Investor, subject to the Board Designee’s confidentiality obligations (to which the Lead Investor must be bound) and other policies and procedures as a director on the Company Board. The Company agrees that any such indemnification arrangements described in this Section 4.j(iii) will be the primary source of indemnification and advancement of expenses in connection with the matters covered thereby and payment thereon will be made before, offset and reduce any other insurance, indemnity or expense advancement to which a Board Designee may be entitled or which is actually paid in connection with such matters. (iv) In the event that any Board Designee shall cease serving as a member of the Company Board, whether by resignation, removal, death, disability or otherwise (but excluding any resignation required pursuant to Section 4.j(ii)), then the Lead Investor shall select a replacement Board Designee and the Company Board shall promptly take all actions necessary to appoint such replacement Board Designee to fill the resulting vacancy.

Company Board. (ia) Whitney hereby agrees that it will vote all of its Common Stock, 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 Closing Date) and, during such period as this Section 2.3 is effective, to continue in office a Company Board and board of directors of EduTrades (the "EduTrades Board") that will include at least one designee of Purchaser (the "Purchaser Designee"). (b) The CompanyCompany and EduTrades, the Corporate Governance and Nominating Committee of acting through the Company Board and the Company Board have taken all actions so thatEduTrades Board, respectively, each agree to (i) immediately following the Closing, without 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 further action by 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 notify the Company or EduTrades of its desire to 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 any committee thereof)the EduTrades Board, (A) as the Company Board shall have been increased to a total of ten (10) memberscase may be, and (B) those individuals listed on Schedule 4.j Whitney shall be added as members vote all of the Company Board Voting Stock owned or held of record by Whitney so as to remove such Purchaser Designee. (collectively with d) If at any successors as set forth herein, the “Board Designees”), filling the vacancies created by the increase in the size of the Board time any Purchaser Designee ceases to ten (10) members, and allocated among the classes of directors serve on the Company Board as set forth on Schedule 4.j. (ii) Except as provided herein and so long or the EduTrades Board, as the Lead Investor beneficially owns at least twenty percent case may be (20%) whether by reason of the Conversion Shares underlying the Preferred Stock issued pursuant to this Agreement (assuming the full conversion of such Preferred Stockdeath, irrespective of any ownership limitations contained therein): (i) in connection with any annual meeting of the stockholders of the Company resignation, removal or any special meeting of the stockholders of the Company at which directors are to be elected, the Corporate Governance and Nominating Committee of the Company Board shall recommend the nomination of, and the Company Board shall nominate for reelection (or electionotherwise), recommend that the Company’s stockholders vote in favor of election to the Company Board of, and solicit proxies in favor of the election of, and the Company and the Company Board shall otherwise take all actions as are reasonably necessary or desirable to elect, the Board Designees (or Designee) whose terms of office expire at such stockholder meeting to the Company Board, and (ii) except as provided herein, neither the Company Board nor the Corporate Governance and Nominating Committee thereof shall take any action to increase the size of the Company Board to more than ten (10) members without the consent of the Lead Investor. If any Board Designee is not elected or re-elected to the Company Board at any meeting of the Company’s stockholders, then the Company Board shall promptly increase the size of the Company Board by one (1) member and appoint such Board Designee to fill the resulting vacancy. To the extent that the Company’s nomination right with respect to the Board Designees is in conflict with applicable rules of the Principal Market with respect to board nomination rights, as confirmed by representatives of the Principal Market, then the Company shall only be required to nominate the maximum number of Board Designees that would not violate the applicable rules of the Principal Market. (iii) Each Board Designee Purchaser shall be entitled to designate a successor director to fill the same compensationvacancy created thereby, the same indemnification Company and the same director and officer insurance in connection with EduTrades shall use its best efforts without any undue delay to cause such Board Designee’s role as successor to become a director as all other members of the Company Boardand EduTrades, respectively, and each Board Designee Whitney shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings vote all of the Company Board and any committees thereof, Voting Stock owned or held of record by Whitney so as to the same extent as all other members of the Company Board. In addition, each Board Designee shall be entitled to the same information regarding the Company and any subsidiaries in connection with such Board Designee’s role as a director as all other members of the Company Board, and each such Board Designee shall be entitled to share such information with the Lead Investor, subject to the Board Designee’s confidentiality obligations (to which the Lead Investor must be bound) and other policies and procedures as a director on the Company Board. The Company agrees that elect any such indemnification arrangements described in this Section 4.j(iii) will be the primary source of indemnification and advancement of expenses in connection with the matters covered thereby and payment thereon will be made before, offset and reduce any other insurance, indemnity or expense advancement to which a Board Designee may be entitled or which is actually paid in connection with such mattersdirector. (ive) In Notwithstanding the event that foregoing, any Board Designee obligation pursuant to this Section 2.3 shall cease serving as a member be effective following the Closing and shall terminate and be of no further force or effect at any time Purchaser and its Affiliates no longer beneficially own, directly or indirectly, five (5) percent or more of any Common Stock or Common Stock Equivalents of the Company Board, whether by resignation, removal, death, disability or otherwise (but excluding any resignation required pursuant to Section 4.j(ii)), then the Lead Investor shall select a replacement Board Designee and the Company Board shall promptly take all actions necessary to appoint such replacement Board Designee to fill the resulting vacancyCompany.

Company Board. (i) The Company, the Nominating and Corporate Governance and Nominating Committee of the Company Board and the Company Board have taken all actions 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 shall have been increased to consist of a total of ten (10) nine members, and (B) those individuals listed on Schedule 4.j 4.k shall be added as members of the Company Board (collectively with any successors as set forth herein, the “Board Designees”), filling the vacancies created by the Company Board Resignations and the increase in the size of the Board to ten (10) nine members, and allocated among the classes of directors on the Company Board as set forth on Schedule 4.j4.k. (ii) Except as provided herein and so long as Until the Lead Investor beneficially owns at least twenty percent (20%) third anniversary of the Conversion Shares underlying the Preferred Stock issued pursuant to this Agreement (assuming the full conversion of such Preferred StockClosing Date, irrespective of any ownership limitations contained therein): (i) in connection with any annual meeting of the stockholders shareholders of the Company or any special meeting of the stockholders shareholders of the Company at which directors are to be elected, the Nominating and Corporate Governance and Nominating Committee of the Company Board shall recommend the nomination of, and the Company Board shall nominate for reelection (or election), recommend that the Company’s stockholders shareholders vote in favor of election to the Company Board of, and solicit proxies in favor of the election of, and the Company and the Company Board shall otherwise take all actions as are reasonably necessary or desirable to elect, the Board Designees (or Designee) whose terms of office expire at such stockholder shareholder meeting to the Company Board. (iii) Subject to the applicable listing standards of any National Exchange on which the Common Stock is listed, and (ii) except as provided herein, neither the Company Board nor shall take such actions so that at all times after the Closing through the third anniversary of the Closing Date, the aggregate number of Board Designees on the Audit Committee of the Company Board, the Nominating and Corporate Governance and Nominating Committee thereof shall take any action to increase the size of the Company Board to more than ten (10) members without and the consent of the Lead Investor. If any Board Designee is not elected or re-elected to the Company Board at any meeting of the Company’s stockholders, then the Company Board shall promptly increase the size Compensation Committee of the Company Board by one (1) member and appoint such each other standing committee of the Company Board is not less than the total number of Board Designees; provided, however, that there shall not be a violation of this Section 4.k.iii if, as a result of the termination of service of a Board Designee to fill or other change in the resulting vacancy. To the extent that the Company’s nomination right with respect to the Board Designees is in conflict with applicable rules composition of the Principal Market with respect to board nomination rights, as confirmed by representatives Company Board or a committee of the Principal MarketCompany Board that does not in and of itself constitute, then or result from, a breach of this Section 4.k.iii, the Company shall only be required to nominate the maximum number of Board Designees that would not violate the applicable rules on a committee of the Principal MarketCompany Board is less than the minimum number required by this Section 4.k.iii, so long as the Company Board takes prompt action to cause the number of Board Designees on such committee to be at least such minimum number. (iiiiv) Each Board Designee shall be entitled to the same compensation, the same indemnification and the same director and officer insurance in connection with such Board Designee’s role as a director as all other members of the Company Board, and each Board Designee shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the Company Board and any committees thereof, to the same extent as all other members of the Company Board. In addition, each Board Designee shall be entitled to the same information regarding the Company and any subsidiaries the Subsidiaries in connection with such Board Designee’s role as a director as all other members of the Company Board, and each such Board Designee shall be entitled to share such information with the Lead Investorsuch Board Designee’s Affiliates (including any Buyer that may be an Affiliate of such Board Designee), subject to the Board Designee’s confidentiality obligations (to which the Lead Investor must be bound) and other policies and procedures as a director on the Company Board. The Company agrees that any such indemnification arrangements described in this Section 4.j(iii) 4.k.iv will be the primary source of indemnification and advancement of expenses in connection with the matters covered thereby and payment thereon will be made before, offset and reduce any other insurance, indemnity or expense advancement to which a Board Designee may be entitled or which is actually paid in connection with such matters. (iv) In the event that any Board Designee shall cease serving as a member of the Company Board, whether by resignation, removal, death, disability or otherwise (but excluding any resignation required pursuant to Section 4.j(ii)), then the Lead Investor shall select a replacement Board Designee and the Company Board shall promptly take all actions necessary to appoint such replacement Board Designee to fill the resulting vacancy.