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

Composition of the Board of Directors. (a) On and after ------------------------------------- the date hereof, the Board of Directors shall initially be comprised of seven Directors, subject to expansion after the date hereof by action of the Board of Directors. (b) The Shareholders acknowledge that Article VII of the 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 shareholders following the date hereof, the Board of Directors shall be composed as follows: (i) Class I - Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxx (ii) Class II - Xxxxxxxxxxx Xxxxx and Xxxxxx Xxxxxxx (iii) Class III - Xxxxx Tanning, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (c) 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 the Board of Directors): (i) 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 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 from office of such Director. The Board of Directors shall duly appoint as a Director each person so designated to fill a vacancy on the Board of Directors.

Composition of the Board of Directors. (a) On and after ------------------------------------- the date hereof, the Board of Directors shall initially be comprised of seven Directors, Directors [,subject to expansion after the date hereof by action of the Board of Directors]. (b) The Shareholders acknowledge that Article VII of the 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 shareholders following the date hereof, the Board of Directors shall be composed as follows: (i) Class I - Xxxx Xxxxxxx Toni Hippeli and Xxxxxxx XxxxxxxxMichael Shanahan (ii) Class II - Xxxxxxxxxxx Christoxxxx Xxxxx and Xxxxxx xnd Joxxxx Xxxxxxx (iii) Class III - Xxxxx TanningLarxx Xxxxxxx, Xxxxx Xxxxxxx and Agarxxx xxx Xxxxx XxxxxxxSkelsey (c) From and after the aftxx xxe date hereofherxxx, Directors shall be nominated Xxxxxxxxs shaxx xx xxxxxxxed as follows (it being understood that such nomination shall include any nomination of any incumbent Director for reelection to the Board of Directors): (i) TTC shall have the right to designate one Director in Class II of the Board of Directors (it being understood that Xxxxxxxxxxx Xxxxx Christopher Mahan is TTC's initial designee as set forth in clause foxxx xx xxxxxx (bx) above); (ii) TFP shall have the right to designate one Director, in any class, to the Board of Directors (it being understood that Xxxxx Larry Tanning is TFP's initial designee as set forth in clause xx xxause (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 Bipin Agarwal is WinSoft's initial designee as set forth in clause foxxx xx xxxxxx (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 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 from office of such Director. The Board of Directors shall duly appoint as a Director each person so designated to fill a vacancy on the Board of Directors.

Composition of the Board of Directors. (a) On and after ------------------------------------- the date hereof, the The Board of Directors shall consist of one or more members. The number of Directors shall initially be comprised of seven Directors, subject to expansion (7). (b) From and after the date hereof of this Agreement, each Member shall vote, or cause to be voted, all Units and all other voting securities of the Company presently owned or hereafter acquired by action such Member, or over which such Member has voting control, at any meeting of the Members called for the purpose of filling positions on the Board of Directors, or to execute a written consent in lieu of a meeting of the Members, for purpose of filling positions on the Board of Directors to fix the number of Directors at seven (7) and to elect and continue in office as Directors the following: (i) For so long as UBS Oncology Impact Fund L.P. or its Affiliates (“OIF”), holds at least 10% of its originally issued Series A Preferred Units, one (1) person (the “OIF Director”), designated by OIF who initially shall be Xxxxxxx Xxxxxxx; (ii) For so long as F2 Ventures or its Affiliates (“F2”) holds at least 10% of its originally issued Series A Preferred Units, one (1) person (the “F2 Director” and together with the OIF Directors, collectively the “Series A Preferred Directors”), designated by F2 who initially shall be Xxxxxx Xxxxx; (iii) For so long as Xxxxx and Baupost jointly hold at least 10% of their originally issued Series B Preferred Units, one (1) person (the “Series B Preferred Director” and together with the Series A Preferred Directors, the “Preferred Directors”), designated jointly by Xxxxx and Baupost who initially shall be Xxx Xxxxxxxx; (iv) The CEO (the “CEO Director”), which board seat shall initially be vacant, provided that if for any reason the CEO Director shall cease to serve as the CEO, each of the Members shall promptly vote their respective Units (A) to remove the former CEO from the Board of Directors if such person has not resigned as a member of the Board of Directors and (B) to elect such person’s replacement as the CEO as the new CEO Director; (v) Two (2) people, mutually acceptable to a majority of the other members of the Board of Directors, including all of the Lead Directors, who shall initially be Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxx (the “Independent Directors”); and (vi) One (1) independent person who does not have an affiliation with any of the Members or the Company, who shall be designated by a majority of the Preferred Directors and subject to the mutual satisfaction of the Board, such person shall be designated as the chairperson of the Board of Directors. (b) The Shareholders acknowledge that Article VII of the 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 shareholders following the date hereof, the Board of Directors shall be composed as follows: (i) Class I - Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxx (ii) Class II - Xxxxxxxxxxx Xxxxx and Xxxxxx Xxxxxxx (iii) Class III - Xxxxx Tanning, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (c) 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 the Board of Directors): (i) 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 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 from office of such Director. The Board of Directors shall duly appoint as a Director each person so designated to fill a vacancy on the Board of Directors.”

Composition of the Board of Directors. (ai) On WELLC shall, on behalf of the WELLC Parties, vote all shares of Common Stock owned or controlled by them, and after ------------------------------------- shall take all necessary action within its control, (ii) ERI shall, on behalf of the date hereofERI 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 initially be comprised of seven Directors, subject to expansion after the date hereof by action of the Board of Directors.as follows: (ba) The Shareholders acknowledge that Article VII of the 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 shareholders following the date hereof, the Board of Directors shall be composed as follows: comprised of eleven (i11) Class I - Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxx Directors (ii) Class II - Xxxxxxxxxxx Xxxxx and Xxxxxx Xxxxxxx (iii) Class III - Xxxxx Tanning, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (c) From and after the date hereof, Directors two of whom shall be nominated as follows Independent Directors) divided into three classes, with Directors in each class having a three-year term following a transition period in which the initial Class 1 Directors serve a one-year term, the initial Class 2 Directors serve a two-year term and the initial Class 3 Directors serve a three-year term. WELLC and ERI shall each have the right to designate one (it being understood that such nomination shall include any nomination of any incumbent 1) Director for reelection to Class 3, one (1) Director to Class 2 and one (1) Director to Class 1 and the Board of Directors): (i) TTC Belfer Group shall have the right to designate one (1) Director in to Class II 3 and one (1) Director to Class 1; provided, that the initial membership of the Board of Directors (it being understood that Xxxxxxxxxxx Xxxxx is TTC's initial designee at the Effective Time and the class to which each director nominee shall belong shall be as set forth in clause (b) above); (ii) TFP shall have Exhibit 2.3 of 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) Merger Agreement. Each of TTCWELLC, TFP ERI and WinSoftthe Belfer Group, respectively, shall have the right (i) subject to applicable law, to remove, with or without cause, any Director nominated in accordance with this Section 3.2 by each of TTCWELLC, TFP ERI or Winsoftthe Belfer Group, respectively, and (ii) to designate any replacement for a Director nominated in accordance with this Section 3.2 by TTCWELLC, TFP ERI or Winsoftthe Belfer Group, 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 from office of such Director. The Board of Directors shall duly appoint as a Director each person so designated to fill a vacancy on the Board of Directors. Notwithstanding the foregoing: (i) if either the WELLC Parties or the ERI Parties own less than 18% of the Company's then outstanding Common Stock, then WELLC or ERI, as the case may be, shall have the right to designate 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 designees into such classes, the Company and the other Parties shall cooperate as necessary to effect such designation; 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 designees; (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 designate 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 designee into such class, the Company and the other Parties shall cooperate as necessary to effect such designation; 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 designees; 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 designate any Directors. (b) For so long as any Party has the right to designate a Director under this Agreement, the Company 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), and 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, each 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, 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 of any committee thereof, the Company will give written notice thereof to each such Party who has the right to designate a director under this Agreement prior to the effective date of such consent 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) On and after ------------------------------------- the date hereof, the The Board of Directors shall consist of one or more members. The number of Directors shall initially be comprised of seven Directors, subject to expansion after the date hereof by action of the Board of Directors(7). (b) The Shareholders acknowledge that Article VII of the 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 shareholders following the date hereof, the Board of Directors shall be composed as follows: (i) Class I - Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxx (ii) Class II - Xxxxxxxxxxx Xxxxx and Xxxxxx Xxxxxxx (iii) Class III - Xxxxx Tanning, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (c) From and after the date hereofof this Agreement, Directors each Member shall vote, or cause to be nominated as follows (it being understood that voted, all Units and all other voting securities of the Company presently owned or hereafter acquired by such nomination shall include Member, or over which such Member has voting control, at any nomination meeting of any incumbent Director the Members called for reelection to the purpose of filling positions on the Board of Directors):, or to execute a written consent in lieu of a meeting of the Members, for purpose of filling positions on the Board of Directors to fix the number of Directors at seven (7) and to elect and continue in office as Directors the following: (i) TTC For so long as UBS Oncology Impact Fund L.P. or its Affiliates (“OIF”), holds at least 10% of its originally issued Series A Preferred Units, one (1) person (the “OIF Director”), designated by OIF who initially shall be Xxxxxxx Xxxxxxx; (ii) For so long as F2 Ventures or its Affiliates (“F2”) holds at least 10% of its originally issued Series A Preferred Units, one (1) person (the “F2 Director” and together with the OIF Director, collectively the “Series A Preferred Directors”), designated by F2 who initially shall be Xxxxxx Xxxxx; (iii) For so long as Xxxxx and Baupost jointly hold at least 10% of their originally issued Series B Preferred Units, one (1) person (the “Series B Preferred Director” and together with the Series A Preferred Directors, the “Preferred Directors”), designated jointly by Xxxxx and Baupost who initially shall be Xxx Xxxxxxxx; (iv) The CEO (the “CEO Director”), who shall initially be Xxxx Xxxxxx, provided that if for any reason the CEO Director shall cease to serve as the CEO, each of the Members shall promptly vote their respective Units (A) to remove the former CEO from the Board of Directors if such person has not resigned as a member of the Board of Directors and (B) to elect such person’s replacement as the CEO as the new CEO Director; (v) Two (2) people, mutually acceptable to a majority of the other members of the Board of Directors, including all of the Lead Directors, who shall initially be Xxxx Xxxxxxxxx and Xxxxxx Xxxxxxx (the “Independent Directors”); and (vi) One (1) independent person who does not have an affiliation with any of the Members or the Company, who shall be designated by a majority of the Preferred Directors and subject to the mutual satisfaction of the Board, who initially shall be Xxxxxxx Xxxxxxx. (c) In the event that the Member or Members that has or have the right to designate one a Director in Class II of the Board of Directors (it being understood that Xxxxxxxxxxx Xxxxx is TTC's initial designee as set forth in pursuant to clause (b) aboveabove requests that the Director so designated by such Member or Members be removed (with or without cause); (ii) TFP , by written notice to the other holders of Units, then in such case, such Director shall have be removed and each Member hereby agrees to vote all Units, and all other voting securities of the right to designate one Director, in any classCompany over which such Member has voting control, to the Board of Directors (it being understood that Xxxxx Tanning is TFP's initial designee as set forth in effect such removal upon such request. Each Member agrees not to vote any Units having voting power, or any voting securities over which such Member has voting control, to remove any Director other than pursuant to this clause (b) abovec); (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 Except as otherwise provided by law or by this Agreement, Directors shall hold office until their successors are insufficient vacancies in a particular class of directorselected and duly qualified or until their earlier death, disability, resignation or removal. Any Director may resign by delivering his or her written resignation to the available positions Company. Such resignation shall be allocated first effective upon receipt unless it is specified to be effective at some other time or upon the nominee happening 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)some other event. (e) Each The Company shall permit up to: one (1) representative of TTCBaupost, TFP one (1) representative from AIG, one (1) representative from Xxxxxxx Collective Investments LLC (“Xxxxxxx”), one (1) representative from Schooner Capital (“Schooner”), and WinSoftone (1) representative from Foresite, respectivelyeach of whom shall be designated from time to time, to attend all meetings of its Board, any committee thereof, or any board of any subsidiary of the Company, in a nonvoting observer capacity (each such representative, a “Board Observer”) and, in this respect, shall have give such representative copies of all notices, minutes, consents, and other documents or materials that it provides to its members at the same time and in the same manner as provided to such members; provided, however, that Baupost, AIG, Xxxxxxx, Schooner and Foresite shall each cause its respective representative to hold in confidence such information to the same extent as provided in Section 2.09 above; provided further, the Company reserves the right (i) to remove, with withhold any information and/or exclude any such representative from any meeting 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 Director nominated in accordance with this Section 3.2 by TTC, TFP or Winsoft, respectively, (including the initial designees during the period prior portion thereof to the first annual meeting extent that the Company reasonably believes that the disclosure of shareholders following which or that the date hereof) upon the death, resignation, retirement, disqualification or removal from office inclusion of such Directorrepresentative would adversely affect the attorney-client privilege between the Company or its Affiliates and its counsel. The Board Notwithstanding the preceding provisions of Directors this Section, the absence of any such representative from any meeting or the failure of any such representative to participate in any consent shall duly appoint as not affect the existence of a Director each person so designated to fill a vacancy on quorum of the Board validity of Directorsany action taken.

Composition of the Board of Directors. (ai) On Following the Closing, for so long as a Sponsor is entitled to appoint directors pursuant to clauses (c) or (d) below, and after ------------------------------------- subject to Section 3.2(g), the date hereof, Sponsors and the Company shall take all Necessary Action to cause the Board of Directors shall initially to be comprised of seven Directors(7) directors, subject (A) four (4) of whom have initially been designated by Tema (Xxxxx Xxxxxxxxx, Xxxx Xxxxx, X. X. (Xxxx) Xxxxxxxx, and one more individual to expansion after be designated by Tema within two weeks following the date hereof by action execution of this Agreement) and shall thereafter be designated pursuant to Section 3.2(c) (each, a “Tema Director”), provided that (i) Xxxxx Xxxxxxxxx shall initially serve as Lead Director of the Board of Directors. (b) The Shareholders acknowledge that Article VII of the 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 shareholders following the date hereof, the Board of Directors shall be composed as follows: (i) Class I - Xxxx Xxxxxxx and Xxxxxxx Xxxxxxxx (ii) Class II - Xxxxxxxxxxx Xxxxx and Xxxxxx Xxxxxxx (iii) Class III - Xxxxx Tanning, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (c) 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 the Board of Directors): (i) TTC Tema shall have the right to designate his replacement as Lead Director (provided that any such replacement shall be independent under the rules of the national securities exchange on which the Company’s Class A Common Stock is then listed), (ii) one Director in Class II (1) of the Tema Directors shall be X. X. (Xxxx) Xxxxxxxx for so long as he remains a director, and (iii) two (2) of whom shall be Unaffiliated Directors and (B) two (2) of whom have initially been designated by KLRE Sponsor (Xxxx X. Xxxxx and Xxxxxx Xxxxxxx) and shall thereafter be designated pursuant to Section 3.2(d) of this Agreement (each, a “KLRE Sponsor Director”), provided that Xxxx X. Xxxxx shall serve as Chairman of the Board of Directors (it being understood that Xxxxxxxxxxx Xxxxx is TTC's initial designee for so long as set forth in clause (b) above);he remains a director. (ii) TFP Following the Closing, for so long as Anchorage is entitled to appoint directors pursuant to clause (e) below, and subject to Section 3.2(g), Anchorage and the Company shall have the right take all Necessary Action to designate one Director, in any class, to cause the Board of Directors to include one (it being understood that Xxxxx Tanning is TFP's initial designee as set forth in clause 1) individual reasonably acceptable to the Company to be designated by Anchorage within two weeks following the execution of this Agreement, and shall thereafter be designated pursuant to Section 3.2(e) of this Agreement (b) abovean “Anchorage Director”);, who shall be an Unaffiliated Director. (iii) WinSoft shall have If as a result of the right to designate one Directorprovisions of Section 3.2(c), in any classSection 3.2(d), to the Board of Directors (it being understood that Xxxxx Xxxxxxx is WinSoft's initial designee as set forth in clause (bor Section 3.2(e) 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 seats on the Board of Directors at any time)for which none of Tema, KLRE Sponsor or Anchorage has the right to designate a director, the selection of such director shall be conducted in accordance with applicable law and with the Company’s Certificate of Incorporation, bylaws and other corporate governance documents. (eiv) Each In the event that the Proposed Charter Amendment to divide the Board of TTCDirectors into three classes is not approved in connection with the Business Combination (the “Staggered Board Amendment”), TFP then following the Closing, the Sponsors and WinSoftthe Company shall take all Necessary Action to cause the foregoing directors to be divided into the two (2) existing classes of directors, respectivelyeach of which directors shall serve for staggered two (2) year terms as follows: (A) the class I directors shall include: two (2) Tema Directors (including the Unaffiliated Director designated by Tema) and one (1) KLRE Sponsor Director; and (B) the class II directors shall include: two (2) Tema Directors, shall have and one (1) KLRE Sponsor Director and an Unaffiliated Director. (v) In the right (i) to remove, event that the Staggered Board Amendment is approved in connection with the Business Combination or without cause, any Director nominated at a subsequent shareholder meeting called in accordance with this Section 3.2 by 3.2(a), upon the effectiveness of the Staggered Board Amendment and following the Closing, the Sponsors and the Company shall take all Necessary Action to cause the foregoing directors to be divided into three classes of directors, each of TTC, TFP or Winsoft, respectively, which directors shall serve for staggered three (3) year-terms as follows: (A) the class I directors shall include: one (1) KLRE Sponsor Director and one (ii1) to designate any replacement for a Tema Director; (B) the class II directors shall include: one (1) Tema Director nominated in accordance with this Section 3.2 by TTC, TFP or Winsoft, respectively, and an Unaffiliated Director; and (C) the class III directors shall include: two (2) Tema Directors (including the Unaffiliated Director designated by TEMA) and one (1) KLRE Sponsor Director. The initial designees during term of the period prior to class I directors shall expire immediately following the first Company’s 2018 annual meeting of shareholders stockholders at which directors are elected. The initial term of the class II directors shall expire immediately following the date hereof) upon the death, resignation, retirement, disqualification or removal from office Company’s 2019 annual meeting of such Directorstockholders at which directors are elected. The Board initial term of Directors the class III directors, if any, shall duly appoint as a Director each person so designated to fill a vacancy on expire immediately following the Board of DirectorsCompany’s 2020 annual meeting at which directors are elected.