Common use of Composition of the Board of Directors Clause in Contracts

Composition of the Board of Directors. (a) The by-laws of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws of the Company. (c) Subject to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director. (d) Until the 2007 annual meeting of stockholders of the Company, the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.

Composition of the Board of Directors. (a) The by-laws At and after the Closing, the Board of Directors of the Company shall provide that so long as this Article I is in effect consist of nine directors (subject to the right to increase the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c4.01(b)(iii), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) ). Three members of the Investment Agreement and five additional directors Board of Directors shall initially be designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) Purchaser (the “"Investor Directors"). Six members of the Board (the "Non-CDR Investor Directors”)") shall initially be designated by the Company, subject to the conditions set forth in Section 9.03(l), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with include the 2007 annual meeting chief executive officer of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) so . So long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor Purchaser shall have the right to nominate five directors; at least two directors pursuant to clause (iii) below, Purchaser shall be entitled to designate the Chairman of the Board of Directors, provided that the Chairman of the Board, if designated by Purchaser, shall be an Investor Director. (b) Purchaser shall be entitled to nominate three directors for election, provided: B-15 (i) if the CDR Percentage Interest is total number of shares of Common Stock represented by the Shares, the Special Warrants and the Warrants ("Purchaser's Total Securities") declines by more than 33 1/3% but less than 4566 2/3% but equals from Purchaser's Total Securities at Closing by reason of sales or exceeds 35%other dispositions of Common Stock, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals Warrants or exceeds 25%Special Warrants by Purchaser, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor Purchaser shall have the right to nominate two directors; and (vii) if the CDR Purchaser's Total Securities declines by 66 2/3% or more from Purchaser's Total Securities at Closing, but Purchaser's Percentage Interest is less than 15remains at least 5% but equals of the outstanding Voting Securities, by reason of sales or exceeds 5%other dispositions of Common Stock, CDR Investor Warrants or Special Warrants by Purchaser, Purchaser shall have the right to nominate one director. Following ; (iii) in the 2007 annual meeting of stockholders of event that the Company, the remaining directors size of the Board of Directors shall be nominated in accordance with this Agreement and the provisions of the by-laws of the Company. (c) Subject to Section 1.1(b)increased, the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) Purchaser shall have the right to designate any replacement for a CDR Designee upon at least proportionate representation on the death, resignation, retirement, disqualification or removal (except for a director removed for cause by Board following such increase based on the stockholders) from office of such director. (d) Until the 2007 annual meeting of stockholders composition of the CompanyBoard as between Investor Directors and Non-Investor Directors immediately prior to such increase; provided that in no event shall the Board consist of more than 12 directors; and (iv) if the chief executive officer of the Company is not then a member of the Board of Directors or a nominee for membership thereon, the Non-CDR Directors by majority vote or consent Purchaser shall be entitled to approve an additional nominee to the Board of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such directorDirectors.

Composition of the Board of Directors. (a) The by-laws As of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the IPO Closing Date, the Company’s board of directors shall consist be comprised of the following five directors designated by CDR Investordirectors: Xxxxxxxxxxx X. Xxxxxx (Chairman) (Class A), at least two of whom qualify as Independent Directors Xxxxxxx Xxxxxxx (such designees and any persons nominated pursuant to Section 1.1(bClass B), Xxxxxxx X. Xxxx (Class B), Xxxx X. Xxxxxxx (Class C) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(cXxxx X. Xxxxx (Class A), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following During the 2007 Montpelier Investor Rights Period, subject to Section 4.01(c), at each annual or special general meeting of stockholders of the Company’s shareholders at which directors are to be elected to the Company’s board of directors, the Company will nominate and use its reasonable best efforts (which shall, subject to the Applicable Requirements, include including in any proxy statement used by the Company to solicit the vote of its shareholders in connection with any such meeting the recommendation of the Company’s board of directors (and any committee thereof) that the Company’s shareholders vote in favor of the slate of directors) to cause the election to the Company’s board of directors of a slate of directors that includes: (i) so long as if the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have size of the right to nominate Company’s board of directors is five directors; , two Montpelier Designees, or (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders size of the Company’s board of directors is greater than five directors, the remaining directors smallest whole number of Montpelier Designees such that the number of Montpelier Designees will constitute no less than 40.0% of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws total number of the Company’s directors, in each case including the designation of one of the Montpelier Designees (which shall be Xxxxxxxxxxx X. Xxxxxx so long as Xxxxxxxxxxx X. Xxxxxx is a Montpelier Designee) as Chairman of the Company’s board of directors if and as specified by Montpelier. (c) Subject Montpelier shall notify the Company of the identity of any proposed Montpelier Designee, in writing, within 30 days of a written request by the Company’s board of directors or the Compensation and Nominating Committee of the Company’s board of directors (the “Compensation and Nominating Committee”) for inclusion in a proxy statement for a meeting of the Company’s shareholders, and shall provide together therewith all information about such proposed Montpelier Designee as shall be reasonably requested by the Company’s board of directors or the Compensation and Nominating Committee (including, at a minimum, any information regarding such proposed Montpelier Designee required by applicable securities laws). Notwithstanding the provisions of this Section 4.01, Montpelier will not be entitled to designate a particular Montpelier Designee (or designate any Montpelier Director) to the Company’s board of directors pursuant to this Section 4.01 in the event that the Company reasonably determines in good faith that (i) the election of such Montpelier Designee to the Company’s board of directors would cause the Company to violate any Applicable Requirement or (ii) such Montpelier Designee does not satisfy the director eligibility requirements applicable to the other members of the Company’s board of directors. In the event that clause (i) or (ii) of the immediately preceding sentence is applicable, Montpelier will withdraw the designation of such proposed Montpelier Designee and, so long as the Montpelier Investor Rights Period has not ended, Montpelier will be permitted to designate a replacement therefor (which replacement Montpelier Designee will also be subject to the requirements of this Section 4.01(c)). (d) During the Montpelier Investor Rights Period, subject to Section 1.1(b4.01(c), in the event of (i) the death, resignation, removal or other disqualification pursuant to the Company’s bye-laws of any Montpelier Director, the Company’s board of directors will promptly appoint, as a replacement Montpelier Director, the Montpelier Designee designated by Montpelier to fill the resulting vacancy and the Company will use its reasonable best efforts to take any other actions necessary to achieve the same or (ii) the failure of a Montpelier Designee to be elected to the Company’s board of directors at any annual or special general meeting of the Company’s shareholders at which such Montpelier Designee stood for election but was nevertheless not elected (such Montpelier Designee, a “Montpelier Non-Elected Designee”), the CDR Company’s board of directors will promptly appoint another Montpelier Designee designated by Montpelier to serve in lieu of such Montpelier Non-Elected Designee as a Montpelier Director during the term that such Montpelier Non-Elected Designee would have served had such Montpelier Non-Elected Designee been elected at such meeting of the Company’s shareholders, and the Company will use its reasonable best efforts to take any other actions necessary to achieve the same, and, in the case of either of clause (i) or (ii), such individual shall then be deemed a Montpelier Director for all purposes hereunder. Neither the Company nor the Company’s board of directors (or any committee thereof) will remove any Montpelier Director without the prior written consent of Montpelier, except to the extent necessary to remedy a breach of Section 4.04 or in the case of a Montpelier Director’s disqualification from the Company’s board of directors in which case such disqualified Montpelier Director shall be replaced by another Montpelier Designee, or in accordance with the Company’s bye-laws. (e) In the event that Montpelier has nominated less than the total number of designees Montpelier shall be entitled to nominate pursuant to Section 4.01(b), Montpelier shall have the right, at any time, to nominate such additional Montpelier Designees who are to which it is entitled, in which case, the Company and the Company’s board of directors shall take all necessary action to (i) enable Montpelier to nominate and effect the election or appointment of such Montpelier Designees, whether by increasing the size of the Company’s board of directors or otherwise and (ii) to designate such Montpelier Designees to fill such newly created vacancies or to fill any other existing vacancies. (f) The Company shall at all times provide each Montpelier Director (in his or her capacity as a member of the Company’s board of directors) with the same rights to indemnification and exculpation that it provides to the other members of the Nominating Company’s board of directors, and, in any event, the Company shall maintain customary director and Corporate Governance Committee officer indemnity insurance on commercially reasonable terms. (g) The Company shall at all times provide reimbursement for reasonable out-of-pocket expenses incurred by each Montpelier Director in a manner no less favorable than it provides to the other members of the Company’s board of directors, and, in any event, the Company shall reimburse the Montpelier Directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Company’s board of directors (or if none remain in officeany committee thereof), including travel, lodging and meal expenses. (h) Subject to Applicable Requirements, during the remaining CDR Designees) Montpelier Investor Rights Period, Montpelier shall have the right to designate in writing, at any replacement for time, either Montpelier Director as a CDR Designee upon the death, resignation, retirement, disqualification or removal non-voting observer (except for a director removed for cause by the stockholders“Montpelier Observer”) from office to attend any meetings of such director. (d) Until the 2007 annual meeting of stockholders any committee of the Company’s board of directors on which a Montpelier Director does not serve. The Company shall notify the applicable Montpelier Observer of all regular and special meetings of the applicable committees of the Company’s board of directors, including all regular and special meetings, at the Non-CDR Directors by majority vote or consent same time and in the same manner as the members of those Non-CDR Directors then in office the applicable committee of the Company’s board of directors and shall have also provide the right applicable Montpelier Observer with copies of all notices, minutes, consents and other materials provided to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by members of the stockholders) from office of applicable committee at the same time as such directormaterials are provided to such members.

Composition of the Board of Directors. (a) The by-laws Concurrently with the effectiveness of this Agreement, the Company shall provide that so long as this Article I is in effect take all Necessary Actions to cause the Board to initially be comprised of ten (10) directors: (i) three of whom shall consist be the Investor Director Designees; (ii) three of eleven directors divided into three classes, as nearly equal in number as possible, such directors whom shall be designated for nomination by Other Investor pursuant to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) terms of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors Other IXX; (such designees and any persons nominated pursuant to Section 1.1(biii) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified Chief Executive Officer; and (iv) three of whom shall be individuals who are Specially Designated Directors, who shall be the Independent Directors. (b) At each applicable annual or special meeting of shareholders at which directors are to be elected (each, a “Director Election Meeting”), there shall be included in the slate of nominees proposed for election by the Company as directors three individuals designated by Investor (each, an “Investor Director Designee”) and the Company shall support the Investor Director Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees; provided, that: (i) if Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director Election Meeting is less than twenty-five percent (25%), then the number of Investor Director Designees to be nominated at such Director Election Meeting and, subject to ‎Section 2.1‎(b)‎(ii) and ‎‎Section 2.1(b)(iii), each Director Election Meeting thereafter, shall be reduced to two (2) Investor Director Designees; (ii) if Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director Election Meeting is less than fifteen percent (15%), then the number of Investor Director Designees to be nominated at such Director Election Meeting and, subject to ‎‎Section 2.1(b)(iii), each Director Election Meeting thereafter, shall be reduced to one (1) Investor Director Designee; and (iii) if Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director Election Meeting is less than five percent (5%), then the Company shall not be obligated to nominate any Investor Director Designee at such Director Election Meeting or any subsequent Director Election Meetings. For the avoidance of doubt, Share Equivalents validly distributed or otherwise Transferred (as defined in the Registration Rights Agreement) by Investor and its Affiliates pursuant to Section 6.2(aand in compliance with Article V of the Registration Rights Agreement shall be deemed to be no longer beneficially owned by Investor or its Affiliates for the purpose of determining Investor’s Beneficial Ownership of Share Equivalents under ‎‎Section 2.1(b)(i), ‎‎Section 2.1(b)(ii) and ‎Section 2.1(b)(iii). (c) An Investor Director Designee shall hold office for the term for which such Investor Director Designee is elected or appointed and thereafter until his or her successor shall have been elected or appointed and qualified, or until the earlier death, resignation or removal of such Investor Director Designee. In the event that any Investor Director Designee offers to tender his or her resignation, the Board shall use its discretion as to whether to accept such resignation and, if the Board chooses to accept such resignation, such Investor Director Designee shall resign; provided, that (i) if Investor provides notice to the Company that it intends for such Investor Director Designee to resign from the Board, then such resignation shall be effective immediately without consent or acceptance of the Board; and (ii) if the number of Investor Director Designees that Investor is entitled to designate to the Board is reduced under the proviso to ‎Section 2.1(b), then the Investor Director Designee who is not renominated by Investor shall not thereafter serve as a member of the Board (unless such service is approved by the Nominating Committee under Part 10.2(a)(iv) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(dArticles) and the Nominating Committee shall have the exclusive right to designate a nominee under Part 10.2(a)(iv) of the Articles to serve as a replacement for such Investor Director Designee. Investor shall have the exclusive right to designate the person to fill vacancies of any other directorship for which the Investor has the right to designate an Investor Director Designee (serving in the same class as the predecessor) that remain open by not designating a director initially or that are created by reason of death, removal or resignation of such designees (other than as a result of the CDR Designees) (application of the “Non-CDR Directors”proviso to ‎‎Section 2.1‎(b)), and two CDR Designees and two Non-CDR Directors will so long as Investor’s Share Ownership Percentage as of the date on which such vacancy is to be represented in each filled would entitle Investor to make such designation pursuant to ‎‎Section 2.1‎(b) (as if such date of Class I and Class II and Class III shall consist designation were the date that is one hundred twenty (120) days before the date of one CDR Designee and two Non-CDR Directors. In connection with the 2007 an applicable annual meeting of the Companyshareholders), and the Company shall take all actions necessary Necessary Action to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election install such designee to the Board at such annual meeting. (b) Following in the 2007 annual meeting of stockholders of the Company: (i) so long most expedient manner and as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws of the Company. (c) Subject to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such directorpromptly as practicable. (d) Until the 2007 annual meeting The Company acknowledges that each of stockholders Jxxxx X. Xxxxxxx and Mxxx Xxxxxxxx, each an initial Investor Director Designee named in Section 9.8(a) of the CompanyIntegration Agreement is, as of the Nondate hereof, an “independent director who meets the independence requirements of the applicable U.S. and/or Canadian securities exchanges on which any Share Equivalents are listed or posted for trading and is “independent of the Company within the meaning of National Instrument 52-CDR Directors by majority vote or consent 110 -Audit Committees of those Non-CDR Directors then in office the CSA. (e) The parties acknowledge that Investor is not a Canadian and agree that Investor shall have the right no obligation to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such directornominate Canadians.

Composition of the Board of Directors. (i) WELLC shall, on behalf of the WELLC Parties, vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within its control, (ii) ERI shall, on behalf of the ERI Parties, vote all shares of Common Stock owned or controlled by them, and shall take all necessary actions within its control and (iii) the Belfer Group shall, on behalf of the Belfer Parties, vote all shares of Common Stock owned or controlled by them, and shall take all necessary action within its control, in each case, so that the composition of the Board of Directors and the manner of selecting members thereof shall be as follows: (a) The by-laws Board of the Company Directors shall provide that so long as this Article I is in effect the Board shall consist be comprised of eleven directors (11) Directors (two of whom shall be Independent Directors) divided into three classes, as nearly equal with Directors in number as possible, such directors to be nominated and elected each class having a three-year term following a transition period in accordance with which the byinitial Class 1 Directors serve a one-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Dateyear term, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent initial Class 2 Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxxserve a two-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees year term and the initial NonClass 3 Directors serve a three-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor year term. WELLC and ERI shall each have the right to nominate five directors; one (ii1) if Director to Class 3, one (1) Director to Class 2 and one (1) Director to Class 1 and the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor Belfer Group shall have the right to nominate one director. Following (1) Director to Class 3 and one (1) Director to Class 1; provided, that the 2007 annual meeting of stockholders of the Company, the remaining directors initial membership of the Board of Directors at the Effective Time and the class to which each director nominee shall belong shall be as set forth in Exhibit 2.3 of the Merger Agreement. Each of WELLC, ERI and the Belfer Group, respectively, shall have the right: (i) subject to applicable law, including Nevada Revised Statutes 78.335(1) requiring a vote of not less than two-thirds of the issued and outstanding voting power to remove an incumbent director, to remove, with or without cause, any Director nominated in accordance with this Agreement Section 3.2 by WELLC, ERI or the Belfer Group, respectively, and each of ERI, WELLC and the provisions Belfer Group shall vote their Shares in furtherance of the by-laws of the Company. this provision; and (cii) Subject to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) shall have the right to designate nominate any replacement for a CDR Designee Director nominated in accordance with this Section 3.2 by WELLC, ERI or the Belfer Group, respectively, upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.Director. The Board of Directors shall duly appoint as a Director each person so nominated to fill a vacancy on the Board of Directors. Notwithstanding the foregoing: (di) Until if either the 2007 annual meeting of stockholders WELLC Parties or the ERI Parties own less than 18% of the Company's then outstanding Common Stock, then WELLC or ERI, as the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office case may be, shall have the right to designate nominate only: (x) one (1) Director to the class of Directors having the then longest remaining term; and (y) one (1) Director to the class of Directors having the next longest remaining term; provided that in either case, if necessary to put one or more of a Party's Director nominees into such classes, the Company and the other Parties shall cooperate as necessary to effect such nomination; provided, further, that the right to change such classes may only be exercised in connection with the reduction in the number of the Party's Director nominees; (ii) if either the WELLC Parties, the ERI Parties or the Belfer Parties own less than 8% of the Company's then outstanding Common Stock, then WELLC, ERI or the Belfer Group, as the case may be, shall have the right to nominate only one (1) Director to the class of Directors having the then longest remaining term; provided that if necessary to put a Party's Director nominee into such class, the Company and the other Parties shall cooperate as necessary to effect such nomination; provided, further, that the right to change such classes may only be exercised in connection with the reduction in the number of the Party's Director nominees; and (iii) if either the WELLC Parties, the ERI Parties or the Belfer Parties own less than 5% of the Company's then outstanding Common Stock, then WELLC, ERI or the Belfer Group, as the case may be, shall not have the right to nominate any replacement for Directors. (b) For so long as any Party has the right to nominate a Non-CDR Director upon under this Agreement, the deathCompany will give such Party written notice of each regularly scheduled meeting of its Board of Directors as far in advance as such notice is required to be delivered to the Directors (and at least three business days prior to the date of each special meeting of the Board of Directors), resignationand the Board of Directors will permit up to two (2) representatives of each such Party to attend as observers of all meetings of the Board of Directors (including any meetings of committees thereof); provided that in the case of telephonic meetings conducted in accordance with the Company's bylaws and applicable law, retirementeach such Party's representatives will be given the opportunity to listen to such telephonic meetings. Each representative will be entitled to receive all written materials and other information (including, disqualification without limitation, copies of meeting minutes and press releases) given to Directors in connection with such meetings at the same time such materials and information are given to the Directors. If the Board of Directors proposes to take any action by written consent in lieu of a meeting of the Board of Directors or removal (except for of any committee thereof, the Company will give written notice thereof to each such Party who has the right to nominate a director removed for cause by under this Agreement prior to the stockholders) from office effective date of such directorconsent describing in reasonable detail the nature and substance of such action. The Company will reimburse each Party that has observer rights under this Section 3.2(b) for all reasonable expenses incurred by such Party's representatives in connection with attending meetings of the Board of Directors and committees thereof.

Composition of the Board of Directors. (a) The by-laws Concurrently with the effectiveness of this Agreement, the Company shall provide that so long as this Article I is in effect take all Necessary Actions to cause the Board to initially be comprised of ten (10) directors: (i) three of whom shall consist be the Investor Director Designees; (ii) three of eleven directors divided into three classes, as nearly equal in number as possible, such directors whom shall be designated for nomination by Other Investor pursuant to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) terms of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors Other IXX; (such designees and any persons nominated pursuant to Section 1.1(biii) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant Chief Executive Officer; and (iv) three of whom shall be individuals who are Specially Designated Directors, who shall be the Independent Directors. (b) At each applicable annual or special meeting of shareholders at which directors are to Section 6.2(abe elected (each, a “Director Election Meeting”), there shall be included in the slate of nominees proposed for election by the Company as directors three individuals designated by Investor (each, an “Investor Director Designee”) and the Company shall support the Investor Director Designees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees; provided, that: (i) if Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director Election Meeting is less than twenty-five percent (25%), then the number of Investor Director Designees to be nominated at such Director Election Meeting and, subject to ‎Section 2.1‎(b)‎(ii) and ‎‎Section 2.1(b)(iii), each Director Election Meeting thereafter, shall be reduced to two (2) Investor Director Designees; (ii) if Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director Election Meeting is less than fifteen percent (15%), then the number of Investor Director Designees to be nominated at such Director Election Meeting and, subject to ‎‎Section 2.1(b)(iii), each Director Election Meeting thereafter, shall be reduced to one (1) Investor Director Designee; and (iii) if Investor’s Share Ownership Percentage as of the date that is one hundred twenty (120) days before the date of such Director Election Meeting is less than five percent (5%), then the Company shall not be obligated to nominate any Investor Director Designee at such Director Election Meeting or any subsequent Director Election Meetings. (c) An Investor Director Designee shall hold office for the term for which such Investor Director Designee is elected or appointed and thereafter until his or her successor shall have been elected or appointed and qualified, or until the earlier death, resignation or removal of such Investor Director Designee. In the event that any Investor Director Designee offers to tender his or her resignation, the Board shall use its discretion as to whether to accept such resignation and, if the Board chooses to accept such resignation, such Investor Director Designee shall resign; provided, that (i) if Investor provides notice to the Company that it intends for such Investor Director Designee to resign from the Board, then such resignation shall be effective immediately without consent or acceptance of the Board; and (ii) if the number of Investor Director Designees that Investor is entitled to designate to the Board is reduced under the proviso to ‎Section 2.1(b), then the Investor Director Designee who is not renominated by Investor shall not thereafter serve as a member of the Board (unless such service is approved by the Nominating Committee under Part 10.2(a)(iv) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(dArticles) and the Nominating Committee shall have the exclusive right to designate a nominee under Part 10.2(a)(iv) of the Articles to serve as a replacement for such Investor Director Designee. Investor shall have the exclusive right to designate the person to fill vacancies of any other directorship for which the Investor has the right to designate an Investor Director Designee (serving in the same class as the predecessor) that remain open by not designating a director initially or that are created by reason of death, removal or resignation of such designees (other than as a result of the CDR Designees) (application of the “Non-CDR Directors”proviso to ‎‎Section 2.1‎(b)), and two CDR Designees and two Non-CDR Directors will so long as Investor’s Share Ownership Percentage as of the date on which such vacancy is to be represented in each filled would entitle Investor to make such designation pursuant to ‎‎Section 2.1‎(b) (as if such date of Class I and Class II and Class III shall consist designation were the date that is one hundred twenty (120) days before the date of one CDR Designee and two Non-CDR Directors. In connection with the 2007 an applicable annual meeting of the Companyshareholders), and the Company shall take all actions necessary Necessary Action to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election install such designee to the Board at such annual meetingin the most expedient manner and as promptly as practicable. (bd) Following Prior to an Unwind Transaction (as defined in the 2007 annual meeting Articles) and unless the Company has failed to perform its obligations under Section 2.1 of stockholders this Agreement, Investor will nominate a sufficient number of Canadians as Investor Director Designees such that a majority of the Company: directors of the Company are Canadian. Notwithstanding the foregoing, in no event shall Investor be required to nominate: (i) more than two (2) Canadians as Investor Director Designees so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have has the right to nominate five directors; three (3) Investor Director Designees, and (ii) if the CDR Percentage Interest is less more than 45% but equals or exceeds 35%, CDR one (1) Canadian as an Investor shall have Director Designee so long as Investor has the right to nominate four directorstwo (2) or fewer Investor Director Designees; provided, that if (iii1) if Investor assigns the CDR Percentage Interest is less than 35% but equals or exceeds 25%right to appoint an Investor Director Designee to a Designated Assignee pursuant to ‎‎Section 6.4, CDR and (2) Investor shall and such Designated Assignee collectively have the right to nominate three directors; (iv3) if Investor Designees, then Investor, prior to an Unwind Transaction (as defined in the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws of the Company. (c) Subject to Section 1.1(bArticles), the CDR will nominate Canadians as all of its Investor Director Designees who are members of the Nominating and Corporate Governance Committee (so long as such Designated Assignee is not Canadian or if none remain in office, the remaining CDR Designees) shall have the right to does not designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such directorCanadian as its Investor Director Designee. (d) Until the 2007 annual meeting of stockholders of the Company, the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.

Composition of the Board of Directors. The Board of Directors of the Company (the “Board”) shall be composed as follows: (a) For so long as the Company is a Controlled Company, except as otherwise approved in accordance with Section 4.1(l) hereof, the Board shall be composed of not more than eleven (11) individuals (each, a “Director”), and will be composed as follows: (i) The by-laws Nuclobel Group shall have the right, but not the obligation, to nominate for election up to three (3) individuals to be Directors (the “Nuclobel Group Designees”); (ii) The News Group shall have the right, but not the obligation, to nominate for election up to three (3) individuals to be Directors (the “News Group Designees” and together with the Nuclobel Group Designees, the “Investor Designees,” and each individually, an “Investor Designee”); (iii) One (1) Director shall be the Chief Executive Officer of the Company in office from time to time; (iv) One (1) Director shall provide be the Chairman; and (v) Three (3) individuals that meet the then current standards to qualify as an independent Director under the Exchange Act and established national securities exchange on which the Shares are then listed for trading so long as this Article I that the Board and the members of the Board committees contemplated by Section 3.3 hereof satisfy the applicable “independence” requirements (the “Board Independence Requirements”), shall be nominated by the Board, of which each of the Nuclobel Group and the News Group shall have the right, but not the obligation, to nominate for election one such independent Director, and the third such independent Director shall be an individual who is in effect mutually agreed upon by each of the Nuclobel Group and the News Group. (b) When the Company is no longer a Controlled Company, the Board shall consist be composed of eleven directors not more than thirteen (13) Directors and will be composed as follows: (i) In the event the Nuclobel Group (x) owns at least 15% of the issued and outstanding Shares, the Nuclobel Group shall have the right, but not the obligation, to nominate for election up to two (2) Directors, (y) ceases to own at least 15% of the issued and outstanding Shares but continues to own at least 5% of the issued and outstanding Shares, the Nuclobel Group shall no longer have the right to nominate for election up to two (2) Directors and shall have the right, but not the obligation, to nominate for election only one (1) Director, and (z) ceases to own at least 5% of the issued and outstanding Shares, the Nuclobel Group shall no longer have the right to nominate for election any Directors; (ii) In the event the News Group (x) owns at least 15% of the issued and outstanding Shares, the News Group shall have the right, but not the obligation, to nominate for election up to two (2) Directors, (y) ceases to own at least 15% of the issued and outstanding Shares but continues to own at least 5% of the issued and outstanding Shares, the News Group shall no longer have the right to nominate for election up to two (2) Directors and shall have the right, but not the obligation, to nominate for election only one (1) Director, and (z) ceases to own at least 5% of the issued and outstanding Shares, the News Group shall no longer have the right to nominate for election any Directors; and (iii) Such number of additional Directors nominated by the Board, acting upon the recommendation of the Nominating and Corporate Governance Committee so that the Board and its committees satisfy then applicable Board Independence Requirements. For purposes of this Section 3.1, each Investor Shareholder may nominate any individual as its Investor Designee, by sending a written notice to the Secretary of the Company stating the name of the Investor Designee, regardless of whether such individual is considered an independent Director or is affiliated with such Investor Shareholder. (c) In accordance with the Governing Documents, the initial Board shall be divided into three classesclasses designated Class I, Class II and Class III. Each class shall consist, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the byof one-laws and the provisions of this Agreement. Subject to Section 6.2(a) third of the Investment Agreementtotal number of Directors constituting the entire Board, as of the Closing Date, the directors although Class I shall initially consist of five directors designated by CDR Investor, at least two of whom qualify as Independent three (3) Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall each initially consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. four (b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws of the Company. (c) Subject to Section 1.1(b4), the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director. (d) Until the 2007 annual meeting of stockholders of the Company, the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.

Composition of the Board of Directors. (a) The by-laws of the Company shall provide that For so long as this Article I is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the CompanySeries A Serial Preferred Stock remains outstanding, the Company shall take all actions necessary to provide that preserve, and ensure the initial CDR Designees continuation of, the rights to elect directors to the Company’s board of directors (the “Board”) pursuant to and in accordance with the initial Non-CDR Directors included in Class I as articles of incorporation of the Company (as amended by the Articles of Amendment (as defined in the Purchase Agreement)) (the “Designation Rights”), including by nominating for election (with respect to the Designations Rights) the Persons proposed by the Shareholders pursuant to Section 1.1(b) below or otherwise. (a) From and after the date hereof on which the Shareholders are nominated for re-election no longer entitled, in their capacity as holders of Series A Serial Preferred Stock, to elect directors to the Board pursuant to the Designation Rights, (i) for so long as the Percentage Interest is at least the Minimum Threshold but less than twenty percent (20%), the Shareholders shall have the right to jointly designate for nomination one member of the Board and (ii) for so long as the Percentage Interest is twenty percent (20%) or greater, the Shareholders shall have the right to jointly designate for nomination two members of the Board. For the avoidance of doubt, under no circumstance shall the Shareholders be permitted to designate for nomination more than two members of the Board in the aggregate pursuant to this Agreement and the Purchase Agreement. In the event that the Percentage Interest is not equal to or greater than the Minimum Threshold or twenty percent (20%), as applicable, (i) the Shareholders shall promptly (x) cause all members of the Board designated by the Shareholders for appointment to the Board (or one member of the Board, if the Percentage Interest is at least the Minimum Threshold and less than twenty percent (20%)) to immediately tender their resignations from the Board, and (y) if such annual meetingmember or members of the Board do not resign, take all actions necessary to remove the member or members from the Board to the extent permitted by applicable law and (ii) the Shareholders hereby expressly authorize the Company to remove such members (or one member chosen by the Shareholders, if the Percentage Interest is at least the Minimum Threshold but less than twenty percent (20%)), to the extent permitted by applicable law. At the time of becoming a director of the Board, any director so designated for nomination by the Shareholders shall submit to the Company a signed, undated letter of resignation, which letter of resignation shall become effective with respect to one director selected by the Shareholders in the event that the Percentage Interest is not equal to or greater than twenty percent (20%), or with respect to both directors if the Percentage Interest is not equal to or greater than the Minimum Threshold and such director does not resign from the Board pursuant to Section 1.1(b)(i)(x) above. (b) Following The Board shall recommend that such designees(s) be included in the 2007 slate of nominees in the class to be elected or appointed to the Board at the next (and each applicable subsequent) annual or special meeting of stockholders shareholders, subject to each designee’s satisfaction of all applicable requirements regarding service as a director of the Company: (i) so long Company under applicable law, regulation or stock exchange rules regarding service as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right a director and such other criteria and qualifications for service as a director applicable to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining all directors of the Board Company and in effect on the date hereof; provided, however, that in no event shall any such designee’s relationship with a Shareholder (or any other actual or potential lack of independence resulting therefrom) be nominated in accordance with this Agreement and the provisions considered to disqualify such designee from being a member of the by-laws of the CompanyBoard pursuant to this Section 1.1(b). (c) Subject At any time that the Shareholders are entitled, pursuant to Section 1.1(b)the Designation Rights or this Agreement, to designate or nominate for election at least one (1) director to the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in officeBoard, the remaining CDR Designees) Nightingale Onshore Holdings L.P. shall also have the right to designate any replacement for a CDR Designee upon appoint one non-voting observer on the deathBoard (the “Board Observer”) who shall have (i) the right to attend all meetings of the Board as an observer (but whose presence shall not be counted towards the Board’s quorum), resignation(ii) the right to receive advance notice of each meeting, retirementincluding such meeting’s time and place, disqualification or removal at the same time and in the same manner as such notice is provided to the members of the Board and (except for iii) the right to receive copies of all materials, including notices, minutes, consents and regularly compiled financial and operating data distributed to the members of the Board at the same time as such materials are distributed to the Board. The Board observer shall be bound by all applicable fiduciary duties and confidentiality requirements of a director removed for cause by on the stockholders) from office of such directorBoard. (d) Until The Shareholders shall notify the 2007 annual Company of the identity of the proposed Shareholder Director(s), in writing, reasonably promptly after such information is requested by the Board or any committee thereof responsible for the nomination of directors for inclusion in (x) a proxy or information statement for a meeting of stockholders shareholders (or action by written consent) or (y) any other documents or reports to be filed by the Company with the Commission, together with all information about the proposed Shareholder Director(s) as shall be reasonably requested by the Board or any committee thereof responsible for the nomination of directors; provided, however, that in no event shall the Company require more information from the Shareholders regarding the proposed Shareholder Director(s) than is required for any other person nominated for election to the Board; provided, further, that in the event the Shareholders fail to provide any such notice, the person(s) then serving as the Shareholder Director(s) shall be deemed to be the proposed Shareholder Director(s) nominated for election for such meeting or written consent for purposes of this Section 1.2(c). (e) If, after the date hereof, there is a change in applicable Law or the rules of the CompanyPrincipal Market that prohibits the Designation Rights, then the Company shall use reasonable best efforts to remove such prohibitions and, if it is unsuccessful in doing so, the Non-CDR Directors by majority vote or consent Company and the Shareholders will discuss in good faith amendments to the terms of those Non-CDR Directors then the Articles of Amendment to remove such prohibition (it being acknowledged that in office shall have no event will the right Shareholders be obligated to designate any replacement for accept a Non-CDR Director upon lesser number of directors than a number equal to the death, resignation, retirement, disqualification or removal (except for a director removed for cause Percentage Interest multiplied by the stockholders) from office outstanding number of such directordirectors on the Board).

Composition of the Board of Directors. 6.1. Each Party undertakes to vote or cause to be voted all Ordinary Shares owned by it (including without limitation, any Ordinary Shares owned by it upon exercise or conversion of any options, warrants or other convertible securities it holds) (the “Voting Securities”) at any General Meeting of the Company (a “General Meeting”) at which members of the Company’s Board of Directors (the “Board”) are appointed, on the terms set forth herein. 6.2. The parties agree to use their power as shareholders in the Company so that as long as FP3 is the legal and beneficial holder of ten percent (10%) or more of the Company’s issued and outstanding Ordinary Shares then the Board shall be comprised of seven (7) members, of whom: (a) The by-laws two (2) members of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven be external directors divided into three classes(“dahatzim”), as nearly equal in number as possible, such directors to be nominated and elected in accordance with Section 239 of the byIsraeli Companies Law 5759-laws 1999 (the “External Directors”); and (b) one (1) member of the Board shall be an independent director as defined under the Nasdaq rules and regulations (the “Independent Director”). 6.3. The Parties shall use their Voting Securities to elect the members of the Board (excluding the Independent Director) (the “Board Members”) as follows: (a) If FP3 is the legal and beneficial holder of less than ten percent (10%) of the Company’s issued and outstanding Ordinary Shares, then all candidates to serve as Board Members will be proposed by Elbit Imaging; and the Parties will vote in favor of electing those candidates. (b) If FP3 is the legal and beneficial holder of ten percent (10%) or more of the Company’s issued and outstanding Ordinary Shares but less than thirty percent (30%) of the Company’s issued and outstanding Ordinary Shares, then (i) five (5) candidates to serve as Board Members (including the two (2) candidates to serve as External Directors) will be proposed by Elbit Imaging and (ii) one (1) candidate will be proposed by FP3; and the Parties will vote in favor of electing those candidates; (c) If FP3 is the legal and beneficial holder of thirty percent (30%) or more of the Company’s issued and outstanding Ordinary Shares but less than thirty-five percent (35%) of the Company’s issued and outstanding Ordinary Shares, then (i) four (4) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be proposed by Elbit Imaging; and (ii) two (2) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be proposed by FP3; and the Parties will vote in favor of electing those candidates; and (d) If FP3 is the legal and beneficial holder of thirty-five percent (35%) or more of the Company’s issued and outstanding Ordinary Shares, then: (i) three (3) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be proposed by Elbit Imaging, and (ii) three (3) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be proposed by FP3 provided however, that if the percentage shareholding of FP3 of the Company’s issued and outstanding Ordinary Shares in such case is more than 1.5 times the percentage shareholding of Elbit Imaging of the Company’s issued and outstanding Ordinary Shares, then: (i) two (2) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be proposed by Elbit Imaging, and (ii) four (4) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be proposed by FP3. The Parties will vote in favor of electing those candidates. 6.4. The Party holding the majority of Ordinary Shares held by the Parties (the “Majority Party”) shall, after consultation with the other Party, propose the candidates for the position of Independent Director, and the Parties shall vote their Voting Securities to vote in favor of electing the Independent Director proposed by the Majority Party. For the avoidance of doubt, the Majority Party shall have no obligation to accept any recommendation of candidates for the positions of Independent Director from the other Party. 6.5. Notwithstanding the foregoing, in the event of the termination or vacancy of position of a member of the Board, who was proposed by a Party (in this section, the “Nominating Party”), then, subject to a notice by the Nominating Party of its wish to fill such vacancy, each Party shall use its best efforts, subject to applicable law, to cause the Company to call for a General Meeting for the election of a replacement member whose identity will be determined by the Nominating Party and to vote or cause to be voted all of its Voting Securities in favor of the election of such candidate. 6.6. A Nominating Party is not obligated to exercise its rights to propose a member of the Board as stipulated in this section and the exercise of such rights is subject to the Nominating Party’s full discretion. The fact that a Nominating Party has not exercised its rights immediately following the creation of a vacancy in the Board or for any period of time afterwards, shall not be deemed to be, or construed as, a waiver by such Nominating Party of its rights under this Agreement, and the other Party shall act to fulfill its obligations under this Agreement immediately after the Nominating Party has notified of its wish to exercise its rights under the Agreement. 6.7. The Parties shall not vote to terminate the office of a member of the Board who was proposed by a Party without obtaining the prior written consent of the nominating Party. 6.8. Each Party undertakes not to vote any Voting Securities (whether at a meeting of shareholders or by written consent in lieu of a meeting of shareholders) with respect to the election, removal or replacement of the members of the Board or their replacements unless in accordance with the provisions of this Agreement. Subject to Section 6.2(a) To the extent the number of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors members of the Board is increased above seven, notwithstanding the Parties’ undertaking in Section 1.2, the Parties shall be nominated act in accordance good faith to retain the same relative nomination rights set forth in this Section 1 with this Agreement and respect to the increased Board. 6.9. In the event of any share split, share dividend, recapitalization, reorganization, combination or the acquisition or receipt of additional Company shares, the provisions of the by-laws of the Company. (c) Subject this Agreement shall apply also to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (any Ordinary Shares issued to or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause otherwise held by the stockholders) from office of such directorParties. (d) Until the 2007 annual meeting of stockholders of the Company, the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.

Composition of the Board of Directors. (a) The by-laws of the Company shall provide Each Shareholder agrees that so long as while this Article I Agreement is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) it will vote all of the Investment AgreementCommon Shares owned or held by it and will take all other necessary or desirable actions within its control (including, as without limitation, calling and attending meetings in person or by proxy for purposes of the Closing Date, the directors shall consist obtaining a quorum and execution of five directors designated by CDR Investor, at least two written consents in lieu of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)meetings), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all necessary or desirable actions necessary to provide within its control (including, without limitation, calling special board and stockholder meetings), so that: (i) At any time that the initial CDR Designees AMC Shareholders own at least 40% but less than 50.1% of the then-outstanding Common Shares, a five (5) member Board of Directors of the Company consisting of the following individuals shall be elected and installed: (a) the initial NonPresident/Chief Executive Officer of the Company from time to time, (b) two (2) members designated by AMC, and (c) two (2) members designated by the Foundation; (ii) At any time that the AMC Shareholders own 50.1% or more of the then-CDR outstanding Common Shares, but less than 80% of the then-outstanding Common Shares, a six (6) member Board of Directors included in Class I of the Company consisting of the following individuals shall be elected and installed: (a) the President/Chief Executive Officer of the Company from time to time, (b) three (3) members designated by AMC, and (c) two (2) members designated by the Foundation; (iii) At any time that the AMC Shareholders own 80% or more of the then-outstanding Common Shares, a ten (10) member Board of Directors of the Company consisting of the following individuals shall be elected and installed: (a) the President/Chief Executive Officer of the Company from time to time, (b) eight (8) members designated by AMC, and (c) one (1) member designated by the Foundation; (iv) the composition of the board of directors of each Subsidiary (a "Sub Board") shall be the same as that of the Company's Board of Directors; and (v) any committees of the Company's Board of Directors or of any Sub Board, other than the compensation committee of the Company's Board of Directors, shall be created only upon approval of such number of Directors as would constitute a majority of the number of Directors as the Company's Board of Directors is required to consist of pursuant to this Section 2.1 as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders time of the Company: creation of such committee, and each such committee (iif any) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; include at least one (ii1) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors member of the Board shall be nominated in accordance with this Agreement of Directors designated by AMC and the provisions one (1) member of the by-laws Board of the Company. (c) Subject to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause Directors designated by the stockholders) from office of such director. (d) Until the 2007 annual meeting of stockholders of the CompanyFoundation, the Non-CDR Directors by majority vote or consent of those Non-CDR in each case unless all Directors then in office affirmatively vote otherwise. Notwithstanding the foregoing, during any period during which either the Good Samaritan Shareholders own no Common Shares or the AMC Shareholders own less than forty percent (40%) of the then-outstanding Common Shares, this Section 2.1 shall have not apply. The Foundation and AMC may change any of their designees to the right Board of Directors and any Sub Board at any time without cause upon written notice to designate the other Shareholders, at which time the other Shareholders shall forthwith take such action as the Shareholder changing its designees may request to change forthwith the composition of the Board and any replacement for Sub Board, including execution of a Non-CDR Director upon unanimous written consent of the death, resignation, retirement, disqualification Shareholders or removal (except for calling and attending a director removed for cause by the stockholders) from office special meeting of such directorShareholders.

Composition of the Board of Directors. (a) The by-laws Subject to this Article IV, the fundamental policies and strategic direction of the Company shall provide that so long be determined by its Board of Directors as provided in this Article I is in effect IV. The composition of the Board of Directors and manner of selecting members thereof shall consist be as follows: (a) At and after the Closing, the Board of eleven directors divided into three classes, as nearly equal in number as possible, such directors to Directors shall be nominated and elected in accordance with the by-laws and the provisions comprised of this Agreement. Subject to Section 6.2(a) 11 Directors consisting of six designees of the Investment Agreement, as Company (no more than one of whom may be an employee of the Retained Company and its Subsidiaries) (the "Non-Investor Directors") and five designees of Purchaser (no more than three of whom may be employees of Purchaser or CD&R (the "Investor Directors"). (b) Immediately following the Closing on the Closing Date, the directors Company shall consist elect to its Board of Directors the five directors designated individuals notified prior to the Closing by CDR InvestorPurchaser to the Company (unless any such individual is unable or unwilling to serve, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, which event the Company shall take elect a substitute individual designated by Purchaser prior to the Closing), each of whom is designated as an Investor Director by Purchaser. (c) Except as otherwise provided herein, at all actions necessary to provide times from and after the Closing, the Directors shall be nominated as follows (it being understood that the initial CDR Designees and the initial Non-CDR Directors included in Class I as such nomination shall include any nomination of the date hereof are nominated any incumbent Director for re-election reelection to the Board at such annual meeting.of Directors): (bi) Following Purchaser's designees on the 2007 annual meeting of stockholders corporate governance committee of the Company: Board of Directors (ithe "Corporate Governance Committee") shall nominate a number of Investor Directors as follows: (1) so long as the CDR Purchaser's Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall Purchaser's designees have the right to nominate four 5 directors; ; (iii2) if the CDR Purchaser's Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall then Purchaser's designees have the right to nominate three 4 directors; ; (iv3) if the CDR Purchaser's Percentage Interest is less than 25% but equals or exceeds 1510%, CDR Investor shall then Purchaser's designees have the right to nominate two 3 directors; and ; (v4) if the CDR Purchaser's Percentage Interest is less than 1510% but equals or exceeds 5%, CDR Investor shall then Purchaser's designees have the right to nominate one director. Following the 2007 annual meeting of stockholders of 2 directors; and (ii) the Company, 's designees on the remaining directors of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws of the Company. (c) Subject to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, shall nominate the remaining CDR Designees) Directors, each of whom shall have the right to designate any replacement for be a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director"Non-Investor" Director. (d) Until the 2007 annual meeting The entire Board of stockholders Directors (excluding any director who is an employee of the Company, Company or its Affiliates or of Purchaser or CD&R) shall approve or disapprove the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause individuals nominated by the stockholders) from office of such directorrespective designees on the Corporate Governance Committee.

Composition of the Board of Directors. (a) The byPartnership shall have a board of directors (the “Board of Directors”) that consists of at least one (1) individual and no more than three (3) individuals as contemplated in this Section 4.3, with such replacements or successors thereto as may be approved in the manner set forth in this Section 4.3. Each non-laws Defaulting Limited Partner that has a Consortium Percentage Interest of at least ten percent (10%) shall be entitled to appoint at least one (1) individual and no more than three (3) individuals to the Board of Directors of the Company shall provide that Partnership for so long as this Article I such non-Defaulting Limited Partner has a Consortium Percentage Interest of at least ten percent (10%); provided, that to the extent no Partner has a Consortium Percentage Interest of at least ten percent (10%), then the Partnership shall not be a Tier One Parallel Investment Vehicle entitled to participate in the decisions to be made under the Voting Agreement, unless and until such time that a non-Defaulting Limited Partner of the Partnership has a Consortium Percentage Interest of at least ten percent (10%); and, provided, further, that in the event the Partnership is in effect not a Tier One Parallel Investment Vehicle, the Board of Directors shall consist be appointed by the General Partner. The initial Board of eleven directors divided into three classesDirectors shall be composed of the individuals listed on Schedule C hereto. Except upon a Hyper-Majority Vote of Board of Directors, there shall be no members of the Board of Directors except those appointed pursuant to the second preceding sentence. In addition, each Partner that is entitled to appoint an individual or individuals to the Board of Directors may by written notice to the General Partner designate one or more individuals (and remove or replace such individual or individuals) as nearly equal alternate representatives, any one of whom may participate in number any activities of the Board of Directors (including receiving information and voting and exercising any other power) in the event that such Partner’s member of the Board of Directors does not (but would be permitted to) participate in such activities as possibleif such person were a member of the Board of Directors for all purposes including, for the avoidance of doubt, in determining the rights and obligations of such directors person and whether there is a quorum for a meeting of the Board of Directors. A Partner may give notice to the General Partner that the Consortium Percentage Interests of the Partner (in such capacity, the “Voting Member”) and its Affiliates and other Partners over whose account such Voting Members or any of its Affiliates has discretionary authority will all be nominated aggregated and elected treated as held by such Voting Members for the purposes of appointing members to the Board of Directors and voting as a member of the Board of Directors for so long as such Consortium Percentage Interests are held by a non-Defaulting Limited Partner. For the avoidance of doubt, the Consortium Percentage Interests of Brookfield and any other Partner to which Brookfield has syndicated a portion of its Commitment pursuant to Section 10.7 hereof (other than any Affiliate, or Person or account the Interest of which is managed by Brookfield on a discretionary basis) shall not be aggregated for the purposes of appointing representatives to the Board of Directors or voting. A member of the Board of Directors may resign his or her appointment as such at any time upon notice to each of the other members of the Board of Directors. In addition, (i) any member of the Board of Directors of a Tier One Parallel Investment Vehicle may be removed if the member is a representative of a Consortium Member that holds less than ten percent (10%) of Aggregate Consortium Commitments if such removal is effected in accordance with the byVoting Agreement (based upon a Super-laws and the provisions of this Agreement. Subject to Section 6.2(a) Majority Vote of the Tier One Parallel Investment Agreement, as Vehicles) and (ii) any member of the Closing Date, Board of Directors that is the directors shall consist representative of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom a Partner that becomes a Defaulting Limited Partner shall be automatically removed. Any vacancy, whether caused by the individual identified pursuant to Section 6.2(a) death, disability, resignation or removal of a member of the Investment Agreement and five additional directors designated Board of Directors shall be filled by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting appointment of the CompanyPartner whose appointee created such vacancy, provided, that it remains entitled to do so, or, in the Company shall take all actions necessary to provide that case of a non-Tier One Parallel Investment, by the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meetingGeneral Partner. (b) Following If Brookfield is entitled to appoint a member or members to the 2007 annual meeting Board of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%Directors under Section 4.3(a), CDR Investor then Brookfield shall have the right to nominate five directors; appoint one (ii1) if representative from among the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have representatives of Brookfield appointed under Section 4.3(a) to serve as the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors chairman of the Board of Directors for so long as Brookfield is the General Partner. In all other cases, the chairman shall be nominated selected by a Majority Vote of Board of Directors. For the avoidance of doubt, in accordance with this Agreement and no event shall the provisions of the by-laws of the Companychairman have a second casting vote, or any other special powers. (c) Subject to Except as provided in Section 1.1(b)4.7(c)(vi) hereof, the CDR Designees who are members no member of the Nominating and Corporate Governance Committee Board of Directors (or if none remain in office, including the remaining CDR Designeeschairman thereof) shall have be entitled to any fees with respect to its membership on the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office Board of such directorDirectors. (d) Until the 2007 annual meeting of stockholders Any member of the Company, Board of Directors shall be permitted to disclose information obtained by such member in his or her capacity as a member of the Non-CDR Board of Directors by majority vote or consent to the Partner which appointed such member to the Board of those Non-CDR Directors then in office shall have the right and such Partner may require such information to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such directorbe given to it.

Composition of the Board of Directors. 5.1 The Parties agree to ensure that the Company’s Board of Directors, at the time of the final completion of the merger-absorption of SYNTHELABO and SANOFI by SANOFI-SYNTHELABO and throughout the term of this Agreement, shall be formed according to the terms and conditions provided for in the following paragraphs: 5.1.1 When the equity interest of the ELF-AQUITAINE Group in the Company is greater than that of L’OREAL in an amount at least equal to three percent (3%) of the Company’s capital, the Company’s Board of Directors shall be composed of twelve (12) directors, allocated as follows: a) The byfour (4) directors chosen from candidates proposed by the ELF-laws AQUITAINE Group; b) three (3) directors chosen from candidates proposed by L’OREAL; c) two (2) directors who must exercise operational duties in the Company, chosen by agreement between the ELF-AQUITAINE Group and L’OREAL; d) three (3) directors chosen by agreement between the ELF-AQUITAINE Group and L’OREAL from candidates independent from the ELF-AQUITAINE Group and L’OREAL. 5.1.2 When the equity interest of the ELF-AQUITAINE Group in the Company is no longer greater than that of L’OREAL in an amount at least equal to three percent (3%) of the Company’s capital, the Company’s Board of Directors shall provide that so long be composed of eleven (11) directors, allocated as this Article I is follows: a) three (3) directors chosen from candidates proposed by the ELF-AQUITAINE Group; b) three (3) directors chosen from candidates proposed by L’OREAL; c) two (2) directors who must exercise operational duties in effect the Company, chosen by agreement between the ELF-AQUITAINE Group and L’OREAL; d) three (3) directors chosen by agreement between the ELF-AQUITAINE Group and L’OREAL from candidates independent from the ELF-AQUITAINE Group and L’OREAL. 5.2 The Parties consequently commit to modify the composition of the Board shall consist of eleven directors divided into three classes, Directors as nearly equal soon as a change in number as possible, the difference between the interest of the ELF-AQUITAINE Group and that of L’OREAL in the Company would make such directors a modification necessary pursuant to be nominated and elected in accordance with the by-laws and the provisions of paragraphs 5.1.1 and 5.1.2 above. For this Agreement. Subject to Section 6.2(a) purpose, the composition of the Investment AgreementBoard of Directors shall be modified either by resignation of one of the directors, or by appointment of a new director, as the case may be, at the time of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual first meeting of the CompanyBoard of Directors or the first shareholders’ meeting, as the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of case may be, following the date hereof are nominated for re-election on which the obligation to modify the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right Directors pursuant to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors of the Board shall be nominated in accordance with this Agreement and the provisions of paragraphs 5.1.1 and 5.1.2 above arises. 5.3 In the by-laws case of the Companyresignation or incapacity of a director, such director shall be replaced promptly by a new director appointed in the same manner as the director resigning or incapable of performing his or her functions. (c) Subject to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director. (d) Until the 2007 annual meeting of stockholders of the Company, the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.

Composition of the Board of Directors. (a) The by-laws of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven nine (9) directors divided into three classes, as nearly equal in number as possible, such directors to and may be nominated and elected increased or decreased in accordance with the by-laws and the provisions terms of this Agreement. Subject to Section 6.2(athe provisions of this Article III, the Board shall consist of (i) three (3) directors designated by the GS Investors or their Affiliates, (ii) three (3) directors designated by the Advent Investor or their Affiliates (any director designated by the GS Investors or the Advent Investor, an “Investor Director Designee”), (iii) the chief executive officer (or equivalent) of the Investment AgreementCompany and (v) two (2) Independent Directors designated jointly by the GS Investors and the Advent Investor. The right of an Investor to designate the directors shall be subject to the following: (i) If an Investor Transfers (through one or more Transfers) more than seventy-five percent (75%) of its Initial Ownership Interest (excluding pro rata Transfers agreed to by the Investors and Transfers to Affiliates), such Investor shall only be entitled to designate one (1) director for appointment to the Board; and (ii) If an Investor Transfers (through one or more Transfers) more than ninety percent (90%) of its Initial Ownership Interest (excluding pro rata Transfers agreed to by the Investors and Transfers to Affiliates), such Investor shall not be entitled to designate any directors for appointment to the Board. (b) As of the date hereof, the directors designated for appointment to the Board (i) by the GS Investors shall be Xxxxx Xxxxxx ( with the remaining two designee slots vacant as of the Closing Datedate hereof), and (ii) by the Advent Investor shall be Xxxxxxxxxxx Xxxx, Xxxxxxxxxxx Xxxx and Xxxxxx Xxxxxx. (c) So long as each Investor is entitled to designate at least one (1) director for appointment to the Board pursuant to Section 3.1(a) above, the Investors may, with the written consent of each Investor that has not Transferred (through one or more Transfers) more than ninety percent (90%) of its Initial Ownership Interest (excluding pro rata Transfers agreed to by the Investors and Transfers to Affiliates), jointly designate one or more Independent Directors to the Board at any time. Such Investors (referenced in the immediately preceding sentence), acting jointly, may immediately remove any Independent Director, as well as fill vacancies that remain open by not designating an Independent Director initially or that are created by reason of death, removal or resignation of any such Independent Director. (d) In addition to any rights the Investors may have pursuant to Section 6.2, so long as the VCOC Investor beneficially owns at least five percent (5%) of its Initial Ownership Interest, and to the extent necessary for the Investor’s investment in the Share Equivalents to qualify as a “venture capital investment” under the Plan Asset Regulations, the VCOC Investor shall be permitted to designate one non-voting observer to the Board (a “Board Observer”) and any committee thereof and the board of directors or any committee thereof of any Subsidiary, who shall have the right to attend and observe, but not vote at, meetings of the Board and any committee thereof or the board of directors or any committee thereof of any Subsidiary, as applicable. (e) Except as provided in Section 3.1(a), if the number of directors that an Investor has the right to designate to the Board is decreased pursuant to Section 3.1(a)(i) or Section 3.1(a)(ii), then the relevant director designees of such Investor shall automatically be removed from the Board without any further action of any party hereto, the number of members of the Board shall be reduced accordingly, and such Investor shall be immediately required to take any and all actions necessary or appropriate to cooperate in ensuring such outcome. Except as provided above, each Investor shall have the sole and exclusive right to immediately appoint and remove its respective designees to the Board, as well as the exclusive right to fill vacancies that remain open by not designating a director initially or that are created by reason of death, removal or resignation of such designees. (f) Decisions of the Board shall require the approval of at least one director designated by each of the Investors that has not Transferred (through one or more Transfers) more than seventy-five percent (75%) of its Initial Ownership Interest (excluding pro rata Transfers agreed to by the Investors and Transfers to Affiliates). A quorum of the Board shall consist of a majority of the members of the Board and the presence of at least one Investor Director Designee for each of the Investors that has not Transferred (through one or more Transfers) more than seventy-five directors designated percent (75%) of its Initial Ownership Interest (excluding pro rata Transfers agreed to by CDR the Investors and Transfers to Affiliates). The chairman of the Board shall be selected by Requisite Consent, and such chairman shall have such duties and authority as agreed in the Requisite Consent. The parties hereto agree to cause the Parent’s certificate of incorporation, bylaws or equivalent constituent documents to be consistent with the foregoing. (g) The Parent shall, and each Investor shall use its reasonable best efforts to, cause the Board to maintain the following committees: (i) an Audit Committee, (ii) a Compensation Committee and (iii) any other committee as approved by Requisite Consent; provided, that the appointment of a committee and/or the delegation of board authority to a committee may be accomplished only with Requisite Consent. Each Stockholder having the right to appoint an Investor Director Designee shall, to the fullest extent permitted by applicable Law, have the right to representation on each committee; provided, that such Stockholder may, within its sole discretion, decide not to designate any of its Investor Director Designees to serve on one or more committees. (h) To the extent elected by any Investor, at least two of whom qualify as Independent Directors (such designees the Parent and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company Stockholders shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) to cause the Persons constituting the Board to be designated as members of the board of directors of any of the Parent’s Subsidiaries; (ii) to cause the Persons designated as Board Observers to be designated as non-voting observers to the board of directors of the Parent and any of the Parent’s Subsidiaries and any committees thereof for so long as the CDR Percentage Interest equals or exceeds 45%, CDR VCOC Investor shall have the right is entitled to nominate five directorsappoint a Board Observer pursuant to Section 3.1(d) hereof; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; and (iii) if to cause the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right terms of Section 3.1(d) and Section 3.1(f) to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders be applied in respect of the Companyboards of directors (and all committees thereof) of Parent and any of the Parent’s Subsidiaries. Notwithstanding anything that may be permitted pursuant to the constituent documents of the Parent or any of the Parent’s Subsidiaries, no Person shall take any action with respect to the remaining Parent or any of the Parent’s Subsidiaries that would be inconsistent with the provisions of this Agreement. (i) The Parent and its Subsidiaries shall reimburse the directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board shall be nominated in accordance with this Agreement and or the provisions board of directors of any of the by-laws of the CompanyParent’s Subsidiaries, and any committees thereof, including without limitation travel, lodging and meal expenses. (cj) Subject to Section 1.1(b), The Parent and its Subsidiaries shall obtain customary director and officer indemnity insurance on commercially reasonable terms which insurance shall cover each member of the CDR Designees who are Board and the members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office each board of such director. (d) Until the 2007 annual meeting directors of stockholders each of the CompanyParent’s Subsidiaries. The Parent and its Subsidiaries shall enter into director and officer indemnification agreements substantially in the form attached at Exhibit C hereto, with each of the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate Investor’s designees on any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such directorboard.

Composition of the Board of Directors. (a1) The by-laws Company will cause Gxxxxx X. Xxxx and Cxxx X. Xxxx (each, an “Initial Investor Nominee” and, collectively, the “Initial Investor Nominees”) to be elected or appointed to the board of directors of each of the Company and the Bank concurrently with the Closing. The board of directors of each of the Company and the Bank shall provide elect Mx. Xxxx to the position of Chairman concurrently with his election or appointment. (2) Subject to Sections 3(a)(4) and 3(a)(5) below: (i) the Company’s Governance and Nominating Committee (or any other committee exercising a similar function) shall recommend to the Company’s board of directors that so long as this Article I is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected Initial Investor Nominees (or any successors designated by the Investor in accordance with Section 3(a)(3) below) be included in the by-laws slate of nominees recommended by the board of directors of the Company to the Company’s shareholders for election as directors at each annual meeting of shareholders of the Company at which each such Initial Investor Nominee’s term expires; and (ii) the Company and the provisions Bank shall cause the Initial Investor Nominees (or any successors designated by the Investor in accordance with Section 3(a)(3) below) to be members of this Agreement. the Bank’s board of directors at all times. (3) Subject to Section 6.2(aSections 3(a)(4) and 3(a)(5) below, if any Initial Investor Nominee shall cease to serve as a director for any reason, the board of directors of each of the Investment Agreement, Company and the Bank will use its reasonable best efforts to take all action required to fill the vacancy resulting therefrom with a person designated solely by the Investor. (4) At such time as the Investor and/or its Affiliates shall have transferred such number of the Closing DateAggregate Initial Shares, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) whether received upon exchange of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four Series A Preferred Stock or upon exercise of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director the Warrants (other than to Affiliates of the CDR Designees) (the “Non-CDR Directors”)Investor), and two CDR Designees and two Non-CDR Directors will be represented that in each the aggregate represent in excess of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting 50%, but not greater than 75%, of the Companynumber of Aggregate Initial Shares, then the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; designate only one member to serve on the respective boards of directors of the Company and the Bank. (ii5) if At such time as the CDR Percentage Interest is less Investor and/or its Affiliates shall have transferred such number of Aggregate Initial Shares, whether received upon exchange of the Series A Preferred Stock or upon exercise of the Warrants (other than 45to Affiliates of the Investor ), that in the aggregate represent in excess of 75% but equals or exceeds 35%of the number of Aggregate Initial Shares, CDR then the Investor shall have no further rights under Sections 3(a)(1) through 3(a)(3). (6) If the right Bank shall fail to nominate four pay dividends as provided in Section 1(b) of the Certificate of Determination, then the Holders shall be entitled to elect up to two special directors (each, an “Additional Holder Nominee” and together with the Initial Investor Nominees, “Investor Nominees”) to the board of directors of the Company (in addition to the then authorized number of directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%), CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 at each succeeding annual meeting of stockholders shareholders of the Company thereafter until such right is terminated as herein provided; provided, however, that if at such time, there shall be any Initial Investor Nominees (or any successor of an Initial Investor Nominee appointed to the board of directors in accordance with Section 3(a)(3) herein) serving on the board of directors of the Company, then the remaining directors number of the Board Additional Holder Nominees shall be nominated reduced by the number of Initial Investor Nominees (or any successor of an Initial Investor Nominee appointed to the board of directors in accordance with this Agreement and Section 3(a)(3) herein) then serving on the provisions board of the by-laws directors of the Company. (c) Subject to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director. (d) Until the 2007 annual meeting of stockholders of the Company, the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.

Composition of the Board of Directors. (a) The byPartnership shall have a board of directors (the “Board of Directors”) that consists of at least one (1) individual and no more than three (3) individuals as contemplated in this Section 4.3, with such replacements or successors thereto as may be approved in the manner set forth in this Section 4.3. Each non-laws Defaulting Limited Partner that has a Consortium Percentage Interest of at least ten percent (10%) shall be entitled to appoint at least one (1) individual and no more than three (3) individuals to the Board of Directors of the Company shall provide that Partnership for so long as this Article I such non-Defaulting Limited Partner has a Consortium Percentage Interest of at least ten percent (10%); provided, that to the extent no Partner has a Consortium Percentage Interest of at least ten percent (10%), then the Partnership shall not be a Tier One Parallel Investment Vehicle entitled to participate in the decisions to be made under the Voting Agreement, unless and until such time that a non-Defaulting Limited Partner of the Partnership has a Consortium Percentage Interest of at least ten percent (10%); and, provided, further, that in the event the Partnership is in effect not a Tier One Parallel Investment Vehicle, the Board of Directors shall consist be appointed by the General Partner. The initial Board of eleven directors divided into three classesDirectors shall be composed of the individuals listed on Schedule C hereto. Except upon a Hyper-Majority Vote of Board of Directors, there shall be no members of the Board of Directors except those appointed pursuant to the second preceding sentence. In addition, each Partner that is entitled to appoint an individual or individuals to the Board of Directors may by written notice to the General Partner designate one or more individuals (and remove or replace such individual or individuals) as nearly equal alternate representatives, any one of whom may participate in number any activities of the Board of Directors (including receiving information and voting and exercising any other power) in the event that such Partner’s member of the Board of Directors does not (but would be permitted to) participate in such activities as possibleif such person were a member of the Board of Directors for all purposes including, for the avoidance of doubt, in determining the rights and obligations of such directors person and whether there is a quorum for a meeting of the Board of Directors. A Partner may give notice to the General Partner that the Consortium Percentage Interests of the Partner (in such capacity, the “Voting Member”) and its Affiliates and other Partners over whose account such Voting Members or any of its Affiliates has discretionary authority will all be nominated aggregated and elected treated as held by such Voting Members for the purposes of appointing members to the Board of Directors and voting as a member of the Board of Directors for so long as such Consortium Percentage Interests are not held by a non-Defaulting Limited Partner. For the avoidance of doubt, the Consortium Percentage Interests of Brookfield and any other Partner to which Brookfield has syndicated a portion of its Commitment pursuant to Section 10.7 hereof (other than any Affiliate, or Person or account the Interest of which is managed by Brookfield on a discretionary basis) shall not be aggregated for the purposes of appointing representatives to the Board of Directors or voting. A member of the Board of Directors may resign his or her appointment as such at any time upon notice to each of the other members of the Board of Directors. In addition, (i) any member of the Board of Directors of a Tier One Parallel Investment Vehicle may be removed if the member is a representative of a Consortium Member that holds less than ten percent (10%) of Aggregate Consortium Commitments if such removal is effected in accordance with the byVoting Agreement (based upon a Super-laws and the provisions of this Agreement. Subject to Section 6.2(a) Majority Vote of the Tier One Parallel Investment Agreement, as Vehicles) and (ii) any member of the Closing Date, Board of Directors that is the directors shall consist representative of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom a Partner that becomes a Defaulting Limited Partner shall be automatically removed. Any vacancy, whether caused by the individual identified pursuant to Section 6.2(a) death, disability, resignation or removal of a member of the Investment Agreement and five additional directors designated Board of Directors shall be filled by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting appointment of the CompanyPartner whose appointee created such vacancy, provided, that it remains entitled to do so, or, in the Company shall take all actions necessary to provide that case of a non-Tier One Parallel Investment, by the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meetingGeneral Partner. (b) Following If Brookfield is entitled to appoint a member or members to the 2007 annual meeting Board of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%Directors under Section 4.3(a), CDR Investor then Brookfield shall have the right to nominate five directors; appoint one (ii1) if representative from among the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have representatives of Brookfield appointed under Section 4.3(a) to serve as the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors chairman of the Board of Directors for so long as Brookfield is the General Partner. In all other cases, the chairman shall be nominated selected by a Majority Vote of Board of Directors. For the avoidance of doubt, in accordance with this Agreement and no event shall the provisions of the by-laws of the Companychairman have a second casting vote, or any other special powers. (c) Subject to Except as provided in Section 1.1(b)4.7(c)(vi) hereof, the CDR Designees who are members no member of the Nominating and Corporate Governance Committee Board of Directors (or if none remain in office, including the remaining CDR Designeeschairman thereof) shall have be entitled to any fees with respect to its membership on the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office Board of such directorDirectors. (d) Until the 2007 annual meeting of stockholders Any member of the Company, Board of Directors shall be permitted to disclose information obtained by such member in his or her capacity as a member of the Non-CDR Board of Directors by majority vote or consent to the Partner which appointed such member to the Board of those Non-CDR Directors then in office shall have the right and such Partner may require such information to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such directorbe given to it.

Composition of the Board of Directors. (a) The by-laws As of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven directors divided into three classes, as nearly equal in number as possible, such directors to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the IPO Closing Date, the Company’s board of directors shall consist be comprised of the following five directors designated by CDR Investordirectors: Cxxxxxxxxxx X. Xxxxxx (Chairman) (Class [•]), at least two of whom qualify as Independent Directors Wxxxxxx Xxxxxxx (such designees and any persons nominated pursuant to Section 1.1(bClass [•]), Dxxxxxx X. Xxxx (Class [•]), Exxx X. Xxxxxxx (Class [•]) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(cJxxx X. Xxxxx (Class [•]), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following During the 2007 Montpelier Investor Rights Period, subject to Section 4.01(c), at each annual or special general meeting of stockholders of the Company’s shareholders at which directors are to be elected to the Company’s board of directors, the Company will nominate and use its reasonable best efforts (which shall, subject to the Applicable Requirements, include including in any proxy statement used by the Company to solicit the vote of its shareholders in connection with any such meeting the recommendation of the Company’s board of directors (and any committee thereof) that the Company’s shareholders vote in favor of the slate of directors) to cause the election to the Company’s board of directors of a slate of directors that includes: (i) so long as if the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have size of the right to nominate Company’s board of directors is five directors; , two Montpelier Designees, or (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders size of the Company’s board of directors is greater than five directors, the remaining directors smallest whole number of Montpelier Designees such that the number of Montpelier Designees will constitute no less than 40.0% of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws total number of the Company’s directors, in each case including the designation of one of the Montpelier Designees (which shall be Cxxxxxxxxxx X. Xxxxxx so long as Cxxxxxxxxxx X. Xxxxxx is a Montpelier Designee) as Chairman of the Company’s board of directors if and as specified by Montpelier. (c) Subject Montpelier shall notify the Company of the identity of any proposed Montpelier Designee, in writing, within 30 days of a written request by the Company’s board of directors or the Compensation and Nominating Committee of the Company’s board of directors (the “Compensation and Nominating Committee”) for inclusion in a proxy statement for a meeting of the Company’s shareholders, and shall provide together therewith all information about such proposed Montpelier Designee as shall be reasonably requested by the Company’s board of directors or the Compensation and Nominating Committee (including, at a minimum, any information regarding such proposed Montpelier Designee required by applicable securities laws). Notwithstanding the provisions of this Section 4.01, Montpelier will not be entitled to designate a particular Montpelier Designee (or designate any Montpelier Director) to the Company’s board of directors pursuant to this Section 4.01 in the event that the Company reasonably determines in good faith that (i) the election of such Montpelier Designee to the Company’s board of directors would cause the Company to violate any Applicable Requirement or (ii) such Montpelier Designee does not satisfy the director eligibility requirements applicable to the other members of the Company’s board of directors. In the event that clause (i) or (ii) of the immediately preceding sentence is applicable, Montpelier will withdraw the designation of such proposed Montpelier Designee and, so long as the Montpelier Investor Rights Period has not ended, Montpelier will be permitted to designate a replacement therefor (which replacement Montpelier Designee will also be subject to the requirements of this Section 4.01(c)). (d) During the Montpelier Investor Rights Period, subject to Section 1.1(b4.01(c), in the event of (i) the death, resignation, removal or other disqualification pursuant to the Company’s bye-laws of any Montpelier Director, the Company’s board of directors will promptly appoint, as a replacement Montpelier Director, the Montpelier Designee designated by Montpelier to fill the resulting vacancy and the Company will use its reasonable best efforts to take any other actions necessary to achieve the same or (ii) the failure of a Montpelier Designee to be elected to the Company’s board of directors at any annual or special general meeting of the Company’s shareholders at which such Montpelier Designee stood for election but was nevertheless not elected (such Montpelier Designee, a “Montpelier Non-Elected Designee”), the CDR Company’s board of directors will promptly appoint another Montpelier Designee designated by Montpelier to serve in lieu of such Montpelier Non-Elected Designee as a Montpelier Director during the term that such Montpelier Non-Elected Designee would have served had such Montpelier Non-Elected Designee been elected at such meeting of the Company’s shareholders, and the Company will use its reasonable best efforts to take any other actions necessary to achieve the same, and, in the case of either of clause (i) or (ii), such individual shall then be deemed a Montpelier Director for all purposes hereunder. Neither the Company nor the Company’s board of directors (or any committee thereof) will remove any Montpelier Director without the prior written consent of Montpelier, except to the extent necessary to remedy a breach of Section 4.04 or in the case of a Montpelier Director’s disqualification from the Company’s board of directors in which case such disqualified Montpelier Director shall be replaced by another Montpelier Designee, or in accordance with the Company’s bye-laws. (e) In the event that Montpelier has nominated less than the total number of designees Montpelier shall be entitled to nominate pursuant to Section 4.01(b), Montpelier shall have the right, at any time, to nominate such additional Montpelier Designees who are to which it is entitled, in which case, the Company and the Company’s board of directors shall take all necessary action to (i) enable Montpelier to nominate and effect the election or appointment of such Montpelier Designees, whether by increasing the size of the Company’s board of directors or otherwise and (ii) to designate such Montpelier Designees to fill such newly created vacancies or to fill any other existing vacancies. (f) The Company shall at all times provide each Montpelier Director (in his or her capacity as a member of the Company’s board of directors) with the same rights to indemnification and exculpation that it provides to the other members of the Nominating Company’s board of directors, and, in any event, the Company shall maintain customary director and Corporate Governance Committee officer indemnity insurance on commercially reasonable terms. (g) The Company shall at all times provide reimbursement for reasonable out-of-pocket expenses incurred by each Montpelier Director in a manner no less favorable than it provides to the other members of the Company’s board of directors, and, in any event, the Company shall reimburse the Montpelier Directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Company’s board of directors (or if none remain in officeany committee thereof), including travel, lodging and meal expenses. (h) Subject to Applicable Requirements, during the remaining CDR Designees) Montpelier Investor Rights Period, Montpelier shall have the right to designate in writing, at any replacement for time, either Montpelier Director as a CDR Designee upon the death, resignation, retirement, disqualification or removal non-voting observer (except for a director removed for cause by the stockholders“Montpelier Observer”) from office to attend any meetings of such director. (d) Until the 2007 annual meeting of stockholders any committee of the Company’s board of directors on which a Montpelier Director does not serve. The Company shall notify the applicable Montpelier Observer of all regular and special meetings of the applicable committees of the Company’s board of directors, including all regular and special meetings, at the Non-CDR Directors by majority vote or consent same time and in the same manner as the members of those Non-CDR Directors then in office the applicable committee of the Company’s board of directors and shall have also provide the right applicable Montpelier Observer with copies of all notices, minutes, consents and other materials provided to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by members of the stockholders) from office of applicable committee at the same time as such directormaterials are provided to such members.

Composition of the Board of Directors. 6.1. Each Party undertakes to vote or cause to be voted all Ordinary Shares owned by it (including without limitation, any Ordinary Shares owned by it upon exercise or conversion of any options, warrants or other convertible securities it holds) (the “Voting Securities”) at any General Meeting of the Company (a “General Meeting”) at which members of the Company’s Board of Directors (the “Board”) are appointed, on the terms set forth herein. 6.2. The parties agree that if Exigent is the legal and beneficial holder of ten percent (10%) or more of the Company’s issued and outstanding Ordinary Shares then the Board shall be comprised of seven (7) members, of whom: (a) The by-laws two (2) members of the Company shall provide that so long as this Article I is in effect the Board shall consist of eleven be external directors divided into three classes(“dahatzim”), as nearly equal in number as possible, such directors to be nominated and elected in accordance with Section 239 of the byIsraeli Companies Law 5759-laws 1999 (the “External Directors”); (b) one (1) member of the Board shall be an independent director as defined under the Nasdaq rules and regulations (the “Independent Director”); and (c) four (4) members of the Board shall be appointed in accordance with Section ‎1.3. 6.3. The Parties shall use their Voting Securities to elect the members of the Board (excluding the Independent Director) (the “Board Members”) as follows: (a) If Exigent is the legal and beneficial holder of less than ten percent (10%) of the Company’s issued and outstanding Ordinary Shares, then all candidates to serve as Board Members will be nominated by Elbit Imaging; and the Parties will vote in favor of electing those candidates. (b) If Exigent is the legal and beneficial holder of ten percent (10%) or more of the Company’s issued and outstanding Ordinary Shares but less than thirty percent (30%) of the Company’s issued and outstanding Ordinary Shares, then (i) five (5) candidates to serve as Board Members (including the two (2) candidates to serve as External Directors) will be nominated by Elbit Imaging and (ii) one (1) candidate will be nominated by Exigent; and the Parties will vote in favor of electing those candidates; (c) If Exigent is the legal and beneficial holder of thirty percent (30%) or more of the Company’s issued and outstanding Ordinary Shares but less than forty percent (40%) of the Company’s issued and outstanding Ordinary Shares, then (i) four (4) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be nominated by Elbit Imaging; and (ii) two (2) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be nominated by Exigent; and the Parties will vote in favor of electing those candidates; and (d) If Exigent is the legal and beneficial holder of forty percent (40%) or more of the Company’s issued and outstanding Ordinary Shares, then: (i) three (3) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be nominated by Elbit Imaging, and (ii) three (3) candidates to serve as Board Members (including one (1) candidate to serve as an External Director) will be nominated by Exigent; and the Parties will vote in favor of electing those candidates. 6.4. The Party holding the majority of Ordinary Shares held by the Parties (the “Majority Party”) shall, after consultation with the other Party, nominate the candidates for the positions of Independent Director, and the Parties shall vote their Voting Securities to vote in favor of electing the Independent Director nominated by the Majority Party. For the avoidance of doubt, the Majority Party shall have no obligation to accept any recommendation of candidates for the positions of Independent Director from the other Party. 6.5. Notwithstanding the foregoing, in the event of the termination or vacancy of position of a member of the Board, who was nominated by a Party (in this section, the “Nominating Party”), then, subject to a notice by the Nominating Party of its wish to fill such vacancy, each Party shall use its best efforts, subject to applicable law, to cause the Company to call for a General Meeting for the election of a replacement member whose identity will be determined by the Nominating Party and to vote or cause to be voted all of its Voting Securities in favor of the election of such candidate. 6.6. A Nominating Party is not obligated to exercise its rights to nominate a member of the Board as stipulated in this section and the exercise of such rights is subject to the Nominating Party’s full discretion. The fact that a Nominating Party has not exercised its rights immediately following the creation of a vacancy in the Board or for any period of time afterwards, shall not be deemed to be, or construed as, a waiver by such Nominating Party of its rights under this Agreement, and the other Party shall act to fulfill its obligations under this Agreement immediately after the Nominating Party has notified of its wish to exercise its rights under the Agreement. 6.7. The Parties shall not vote to terminate the office of a member of the Board who was nominated by a Party without obtaining the prior written consent of the nominating Party. 6.8. Each Party undertakes not to vote any Voting Securities (whether at a meeting of shareholders or by written consent in lieu of a meeting of shareholders) with respect to the election, removal or replacement of the members of the Board or their replacements unless in accordance with the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. 6.9. In connection with the 2007 annual meeting event of any share split, share dividend, recapitalization, reorganization, combination or the Companyacquisition or receipt of additional Company shares, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of the date hereof are nominated for re-election to the Board at such annual meeting. (b) Following the 2007 annual meeting of stockholders of the Company: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws of the Company. (c) Subject this Agreement shall apply also to Section 1.1(b), the CDR Designees who are members of the Nominating and Corporate Governance Committee (any Ordinary Shares issued to or if none remain in office, the remaining CDR Designees) shall have the right to designate any replacement for a CDR Designee upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause otherwise held by the stockholders) from office of such directorParties. (d) Until the 2007 annual meeting of stockholders of the Company, the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.

Composition of the Board of Directors. (a) The by-laws of On and after ------------------------------------- the Company shall provide that so long as this Article I is in effect date hereof, the Board of Directors shall consist initially be comprised of eleven directors divided into three classes, as nearly equal in number as possible, such directors seven Directors [,subject to be nominated and elected in accordance with the by-laws and the provisions of this Agreement. Subject to Section 6.2(a) of the Investment Agreement, as of the Closing Date, the directors shall consist of five directors designated by CDR Investor, at least two of whom qualify as Independent Directors (such designees and any persons nominated pursuant to Section 1.1(b) and elected as directors and any persons designated as replacement directors pursuant to Section 1.1(c), the “CDR Designees”) and six directors, one of whom shall be the individual identified pursuant to Section 6.2(a) of the Investment Agreement and five additional directors designated by Xxxxxxx-Xxxxxx, at least four of whom qualify as Independent Directors, pursuant to such Section (such designees, any persons nominated and elected as directors or designated as replacement directors pursuant to Section 1.1(d) and any other director (other than the CDR Designees) (the “Non-CDR Directors”)), and two CDR Designees and two Non-CDR Directors will be represented in each of Class I and Class II and Class III shall consist of one CDR Designee and two Non-CDR Directors. In connection with the 2007 annual meeting of the Company, the Company shall take all actions necessary to provide that the initial CDR Designees and the initial Non-CDR Directors included in Class I as of expansion after the date hereof are nominated for re-election to by action of the Board at such annual meetingof Directors]. (b) Following The Shareholders acknowledge that Article VII of the 2007 Company's Certificate of Incorporation provides for staggered terms of the Directors, with Directors serving in Class I, Class II, or Class III. The Shareholders agree that until the first annual meeting of stockholders shareholders following the date hereof, the Board of the Company: Directors shall be composed as follows: (i) so long as the CDR Percentage Interest equals or exceeds 45%, CDR Investor shall have the right to nominate five directors; Class I - Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxx (ii) if the CDR Percentage Interest is less than 45% but equals or exceeds 35%, CDR Investor shall have the right to nominate four directors; Class II - Xxxxxxxxxxx Xxxxx and Xxxxxx Xxxxxxx (iii) if the CDR Percentage Interest is less than 35% but equals or exceeds 25%Class III - Xxxxx Tanning, CDR Investor shall have the right to nominate three directors; (iv) if the CDR Percentage Interest is less than 25% but equals or exceeds 15%, CDR Investor shall have the right to nominate two directors; Xxxxx Xxxxxxx and (v) if the CDR Percentage Interest is less than 15% but equals or exceeds 5%, CDR Investor shall have the right to nominate one director. Following the 2007 annual meeting of stockholders of the Company, the remaining directors of the Board shall be nominated in accordance with this Agreement and the provisions of the by-laws of the Company.Xxxxx Xxxxxxx (c) Subject From and after the date hereof, Directors shall be nominated as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to Section 1.1(b), the CDR Designees who are members Board of the Nominating and Corporate Governance Committee Directors): (or if none remain in office, the remaining CDR Designeesi) TTC shall have the right to designate one Director in Class II of the Board of Directors (it being understood that Xxxxxxxxxxx Xxxxx is TTC's initial designee as set forth in clause (b) above); (ii) TFP shall have the right to designate one Director, in any class, to the Board of Directors (it being understood that Xxxxx Tanning is TFP's initial designee as set forth in clause (b) above); (iii) WinSoft shall have the right to designate one Director, in any class, to the Board of Directors (it being understood that Xxxxx Xxxxxxx is WinSoft's initial designee as set forth in clause (b) above); (d) If there are insufficient vacancies in a particular class of directors, the available positions shall be allocated first to the nominee of TTC (as to Class II only), second to the nominee of TFP, and third to the nominee of WinSoft (it being understood that each of TTC, TFP and WinSoft shall not have the right to have more than one nominee on the Board of Directors at any time). (e) Each of TTC, TFP and WinSoft, respectively, shall have the right (i) to remove, with or without cause, any Director nominated in accordance with this Section 3.2 by each of TTC, TFP or Winsoft, respectively, and (ii) to designate any replacement for a CDR Designee Director nominated in accordance with this Section 3.2 by TTC, TFP or Winsoft, respectively, (including the initial designees during the period prior to the first annual meeting of shareholders following the date hereof) upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such directorDirector. The Board of Directors shall duly appoint as a Director each person so designated to fill a vacancy on the Board of Directors. (d) Until the 2007 annual meeting of stockholders of the Company, the Non-CDR Directors by majority vote or consent of those Non-CDR Directors then in office shall have the right to designate any replacement for a Non-CDR Director upon the death, resignation, retirement, disqualification or removal (except for a director removed for cause by the stockholders) from office of such director.