Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (ai) From Subject to Section 17(a)(iv) below, two directors of the Board (each, a “Director”) shall be individuals designated in writing to the Company by MDLZ (each, a “MDLZ Designee”), which individuals shall at all times be executive officers of Mondelēz International and after shall initially be the ClosingChairman and Chief Executive Officer and the Executive Vice President and General Counsel of Mondelēz International. (ii) Upon the resignation, retirement or other removal of any MDLZ Designee, MDLZ shall be entitled, subject to the terms and conditions of this Article IISection 17(a)(iv) below, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled promptly to designate a replacement MDLZ Designee to serve as Directors pursuant to this Section 2.1(abecome a Director. (iii) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership Each of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company Holders shall use its reasonable best efforts to cause such vacancy give effect to Section 17(a)(i); in particular, (A) each Holder shall procure that the directors of the Board nominated by it shall vote in favor of appointing each MDLZ Designee and against the removal of any MDLZ Designee at each relevant meeting of the Board or of any committee of the Board, (B) the Company shall ensure that each MDLZ Designee is proposed to serve as a Director at each annual or special meeting of the Company at which directors are to be filled byelected, (C) each Holder shall procure that the directors of the Board nominated by it shall recommend that the Company’s stockholders vote in favor of appointing each MDLZ Designee and against the removal of any MDLZ Designee, (D) each Holder shall vote all the stock that it holds or controls (and shall procure that each of its Affiliates votes all stock that it holds or controls) in favor of appointing each MDLZ Designee as a Director and against the removal of any MDLZ Designee as a Director, and (E) no Holder (other than MDLZ) shall take any action to remove, or oppose the appointment of, a new designee of the ZHG Designator who meets the MDLZ Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designationa Director. (div) The Company If MDLZ and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no Affiliates beneficially own less than ninety (90) days prior to the date of the meeting of stockholders 8% of the Company called for Shares, then MDLZ shall promptly cause one of such MDLZ Designees to resign and the purpose number of electing DirectorsMDLZ Designees permissible hereunder shall be permanently reduced to one. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, If MDLZ and its Affiliates beneficially own less than 5% of the Company shallShares, then MDLZ shall promptly cause a second MDLZ Designee to resign and the fullest extent permitted by Law, include such individual in the slate number of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts MDLZ Designees permissible hereunder shall be permanently reduced to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directorszero. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after the ClosingThe Board shall consist of seven directors, subject to the terms and conditions at least a majority of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals whom will be nominated for election as Directors by or at the direction FP. At least one of the Board directors nominated by FP shall be “independent directors” as such term is defined by the rules of the securities exchange or a duly-authorized committee thereof shall includequotation system on which the Common Stock is traded. One director will be the chief executive officer of the Company for so long as he or she is employed by the Company and two independent directors will be nominated by the Chief Executive Officer and FP, two (2) individuals provided that meet each such independent director collectively nominated by the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, Chief Executive Officer and FP (i) shall not be either an “Affiliate” or an “Associate” (as such terms are used within the number meaning of individuals that Rule 12b-2 under the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%Exchange Act) of the total number of shares of Common Stock outstanding, FP and (ii) shall be an “independent director” as such term is defined by the ZHG Designator rules of the securities exchange or quotation system on which the Common Stock is traded. If the number of directors that comprise the entire Board is increased in accordance with Section 2.04, the number of directors added to the Board (the “Additional Directors”) must be a multiple of two, and FP shall not continue to be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, nominate at any time, (A) the aggregate Total Share Ownership least a majority of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of Board as provided in this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)Section. (b) If at any time Each Stockholder entitled to vote for the ZHG Designator has designated fewer than election of directors to the total number Board agrees that it will vote its Shares or execute a proxy or written consent, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of individuals Stockholders) in order to ensure that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction composition of the Board or any duly-authorized committee thereof for election is as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to set forth in this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”2.01. (c) In The right of FP to nominate a majority of the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction members of the Board or any dulypursuant to this Article 2 shall: (i) at such time as FP’s Aggregate Ownership Percentage is less than 25%, be reduced to the right to nominate one-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee fourth of the ZHG Designator who meets members of the Designee QualificationsBoard, and rounded up to the Company and nearest whole number of members of the Board shall takeif such fraction is not a whole number; (ii) at such time as FP’s Aggregate Ownership Percentage is less than 20%, be reduced to the fullest extent permitted by Lawright to nominate one-fifth of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; (iii) at such time as FP’s Aggregate Ownership Percentage is less than 10%, be reduced to the right to nominate one-tenth of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; (iv) terminate at such time as FP’s Aggregate Ownership Percentage is less than 5%. The obligations imposed on the Shareholders to give effect to the rights to nominate directors set forth in Section 2.01 shall terminate as to any time and from time Person when such Person’s right to time, all actions necessary to accomplish the same as soon as possible following such designationnominate a director is terminated. (d) The Company and agrees to take all other necessary actions (including calling a special meeting of the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”and/or stockholders) to be appointed to ensure that the composition of the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign as set forth in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors2.01. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after the Closing, subject Subject to the terms and conditions of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions succeeding sentences of this Section 2.1(a)2.01(a) and Sections 2.02 and 2.03, but subject to the proviso set forth in Section 2.6Board shall consist of five (5) directors, comprised of: (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(atwo directors designated by Capital Z; (ii) shall be reduced to one (1) Director ifdirector, at any time, who shall be the aggregate Total Share Ownership Chief Executive Officer of the ZHG Entities is less than twenty percent Company; (20%iii) of the total number of shares of Common Stock outstanding, one (1) director designated by Corsair and (iiiv) one director designated by Northwestern to the ZHG Designator shall not be entitled extent that Northwestern notifies the Company within thirty (30) days after the date hereof of its election to designate any individuals a director; provided, however, that in the event that Northwestern either fails to serve as Directors pursuant notify the Company of its election to this Section 2.1(adesignate a director within such thirty (30) ifday period or notifies the Company of its decision to not designate a director, at any timethen the remaining director shall be appointed by the Board. Notwithstanding the foregoing, (A) the aggregate Total Share Ownership of the ZHG Entities is at such time that Capital Z holds less than ten percent (10%) of the total number of shares of Common Stock outstanding or its Issued Preferred Stock, Capital Z shall be entitled to designate one (1) director, (B) at such time that Capital Z holds less than five percent (5%) of its Issued Preferred Stock, Capital Z shall no longer be entitled to designate a director, (C) at such time that Corsair holds less than five percent (5%) of its Issued Preferred Stock, Corsair shall no longer be entitled to designate a director, (D) at such time that Northwestern holds less than five percent (5%) of its Issued Preferred Stock, Northwestern shall no longer be entitled to designate a director and (E) at such time that any ZHG Entity breaches Article IIIof Capital Z, Section 4.1Corsair or Northwestern becomes a Defaulting Investor, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in such Defaulting Investor shall no longer be entitled to designate any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)directors. (b) If Each Stockholder agrees that, if at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator he, she or it is then entitled to designate pursuant vote for the election of directors to Section 2.1(a)the Board, he, she or it shall vote all of his, her or its Company Securities that are entitled to vote or execute proxies or written consents, as the ZHG Designator shall have case may be, and take all other necessary action (including causing the right (but not the obligationCompany to call a special meeting of stockholders) in order to designate such number of additional individuals who meet the Designee Qualifications ensure that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction composition of the Board or any duly-authorized committee thereof for election is as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to set forth in this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”2.01. (c) In The Company agrees to cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the event that Board and to take all other necessary actions (including calling a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction special meeting of the Board or any duly-authorized committee thereof and/or stockholders) to fill such vacancy shall be, and ensure that the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee composition of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same is as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign set forth in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors2.01. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing: (i) the Board shall take all necessary corporate action to increase the Total Number of Directors to ten (10), comprised of two (2) Initial Investor Designees, up to seven (7) Company Designees and the Company’s chief executive officer; and (ii) the Company shall take all necessary corporate action to appoint the Initial Investor Designees to the Board. (b) From and after the ClosingClosing until the Sunset Date, subject to the terms and conditions of this Article II, the ZHG Designator Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, up to two (2) individuals that meet the Designee Qualifications to serve as DirectorsDirectors (each such individual whom Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(a2.1(b), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator Investor shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a2.1(b) shall be reduced adjusted, as applicable, immediately after any Transfer of Equity Securities of the Company by an Investor Entity and otherwise at each record date established by the Board with respect to one (1) Director ifany meeting of stockholders of the Company involving the election of Directors, to a number equal to the Percentage Interest of the Investor Entities multiplied by the Total Number of Directors at any such time, rounded up to the aggregate Total Share Ownership of nearest whole number; provided, that, (i) the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, Investor Designees shall not exceed two (2) individuals and (ii) on and after the ZHG Designator shall not be entitled to designate Sunset Date, or the earlier date on which any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Investor Entity intentionally breaches Article III, Section 4.1, 4.1 or Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty ten (3010) day Business Day opportunity to cure. cure or fails to satisfy its obligations to consummate the First Subsequent Closing or Second Subsequent Closing in accordance with the Securities Purchase Agreement, the Investor shall not be entitled to designate any individuals to serve as Directors, and no Investor Designee shall be entitled to serve as Director, in each case pursuant to this Agreement. (c) From and after the date on which either Closing until the Sunset Date, the chief executive officer of the Initial ZHG Designees ceases Company shall be entitled to serve be nominated by the Board for election as a DirectorDirector (except as otherwise determined by the approval of a majority of the independent directors, not more including a majority of the Independent Company Designees entitled to vote on such matter) (such Person, the “CEO Designee”). (d) From and after the Closing until the Sunset Date, the Independent Company Designees shall have the exclusive right to nominate persons on behalf of the Board for election at annual stockholders meetings for, or to fill vacancies in, all Director positions, other than one ZHG Designee (i) the Investor Designees and (ii) the CEO Designee; provided, that, at any time may be an Affiliated ZHG Designeeall times, and any other ZHG Designee the Company Designees shall be an Independent ZHG DesigneeCompany Designees, unless otherwise determined by the Board (excluding any ZHG Designeeincluding, for so long as the Percentage Interest of the Investor Entities is at least 25%, at least a majority of the Investor Designees entitled to vote on such matter). (be) If at any time the ZHG Designator Investor has designated fewer than the total number of individuals that the ZHG Designator Investor is then entitled to designate pursuant to Section 2.1(a2.1(b), the ZHG Designator Investor shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator Investor is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its reasonable best efforts to (xi) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (yii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (cf) In Subject to Section 2.3, in the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator Investor who meets the Designee Qualifications, and the Company and the Board shall takeuse reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (eg) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator Investor shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing DirectorsDirectors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the ZHG Designator Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (fh) The Company shall at all times provide each ZHG Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. Each Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide each Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the Company Designees. (i) From the date hereof until the Sunset Date, Investor may designate one (1) individual as an observer (the “Observer”) to attend each meeting of the Board and its committees in a non-voting capacity, subject to such individual’s prior execution and delivery to the Company of a customary confidentiality agreement in the form attached hereto as Exhibit C (as it may be reasonably modified from time to time by the Nominating and Corporate Governance Committee) and except when such attendance would present an actual or potential conflict of interest (in the good faith determination of the Board or any committee thereof, as applicable).

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve For so long as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership Principals and their Permitted Transferees, either individually or as a group (as such term is construed in accordance with the Exchange Act), have a Voting Power Percentage in respect of the ZHG Entities is less Equity Securities of PubCo entitled to vote in the election of Directors of greater than ten percent (10%) of the total number of shares of Common Stock outstanding or 50% and (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 PubCo qualifies as a controlled company under applicable rules of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date securities exchange on which either of the Initial ZHG Designees ceases to serve as a DirectorPubCo’s Equity Securities are listed (clause (A) together with clause (B), not more than one ZHG Designee at any time may be an Affiliated ZHG Designee“Controlled Company Eligible”), and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant subject to Section 2.1(a2.1(b)(ii), the ZHG Designator PubCo shall have the right (but not the obligation) take all Necessary Action to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board for election as Directors at any each applicable annual or special meeting of stockholders called for at which Directors are to be elected, (x) at any annual meeting following which the purpose term of electing Directorsthe Class I Directors is expiring, not less than one 1 Note to Draft: Open ORC Director position and matter regarding where ORC Directors are on the slate to be determined by Xxxxxxxxxx and Ostrover. NB Director to be identified by NB, Independent Director to be identified, and use its reasonable best efforts slate designation determined by, majority of the Key Individuals. individual designated by the ORC Representative and not less than one individual designated by the Xxxx Representative, (y) at any annual meeting following which the term of the Class II Directors is expiring, not less than one individual designated by the ORC Representative and not less than one individual designated by the Xxxx Representative, and (z) at any annual meeting following which the term of the Class III Directors is expiring, not less than one individual designated by the ORC Representative. (ii) If, for any reason, the ORC Principal Representative is not entitled to designate such number of Directors as determined in accordance with Section 2.1(b), the Xxxx Principal Representative is not entitled to designate such number of Directors as determined in accordance with Section 2.1(b), or PubCo is not entitled to nominate such number of Directors so designated by the ORC Principal Representative or the Xxxx Principal Representative, as applicable, in each case without violating the applicable rules of the securities exchange on which PubCo’s Equity Securities are listed, the number of Directors that may be designated by the ORC Principal Representative and the Xxxx Principal Representative shall be determined as follows: (A) For as long as PubCo remains Controlled Company Eligible, the total number of Directors that may be designated by the ORC Principal Representative and the Xxxx Principal Representative (taken together) and nominated by PubCo shall be the maximum number as may be so designated and nominated by PubCo without causing such violation. To the extent that the total number of Directors determined in accordance with the prior sentence is less than five, (x) such total number shall be apportioned between the ORC Principal Representative and the Xxxx Principal Representative proportionately in respect of the voting power of the Equity Securities of PubCo entitled to vote in the election of Directors Beneficially Owned by the ORC Principals (and their Permitted Transferees) and the Xxxx Principals (and their Permitted Transferees), respectively, with any ties or rounding being determined in favor of the ORC Principal Representative, (y) the ORC Principal Representative and the Xxxx Representatives shall take all Necessary Action to cause the election appropriate number of ORC Directors or Xxxx Directors, as applicable in order to apportion the total number and respective numbers between the ORC Principal Representative and the Xxxx Principal Representative determined in accordance with the preceding sentence, to offer to tender their resignation at least 60 days prior to the expected date of PubCo’s next annual meeting of stockholders (which resignation, for the avoidance of doubt, may be made effective as of the last day of the term of such individual Director), and (z) the ORC Principal Representative and the Xxxx Principal Representative shall designate such individuals for nomination to serve as Directors (and PubCo shall take all Necessary Action to include in the Board, including nominating such individual slate of nominees recommended by the Board for election as Directors at the next annual meeting of stockholders) as may be necessary to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing comply with the Total Number of Directorsforegoing clause (x). (fB) The From and after such time as PubCo is no longer Controlled Company Eligible, the total number of Directors that may be designated by the ORC Principal Representative and the Xxxx Principal Representative (taken together) and nominated by PubCo shall at all times provide each ZHG Designee be a number of individuals that, if elected, will result in the such designated Directors representing as nearly as possible (in his or her capacity as a member with the number of designated Directors under this Section 2.1(b)(ii)(B) being rounded up to the nearest whole number) the same proportion of the Boardtotal members of the Board as the Voting Power Percentage of the Principals and their Permitted Transferees with respect to the election of Directors. If this applies, such total number shall be apportioned between the ORC Principal Representative and the Xxxx Principal Representative proportionately in respect of the relative Voting Power Percentages, with any ties or rounding being determined in favor of the ORC Principal Representative, (x) such total number shall be apportioned between the ORC Principal Representative and the Xxxx Principal Representative proportionately in respect of the voting power of the Equity Securities of PubCo entitled to vote in the election of Directors Beneficially Owned by the ORC Principals (and their Permitted Transferees) and the Xxxx Principals (and their Permitted Transferees), respectively, with any ties or rounding being determined in favor of the ORC Principal Representative, (y) the ORC Principal Representative and the Xxxx Representatives shall take all Necessary Action to cause the appropriate number of ORC Directors or Xxxx Directors, as applicable in order to apportion the total number and respective numbers between the ORC Principal Representative and the Xxxx Principal Representative determined in accordance with the same rights preceding sentence, to indemnificationoffer to tender their resignation at least 60 days prior to the expected date of PubCo’s next annual meeting of stockholders (which resignation, advancement for the avoidance of expenses doubt, may be made effective as of the last day of the term of such Director), and exculpation that it provides (z) the ORC Principal Representative and the Xxxx Principal Representative shall designate such individuals for nomination to other Directorsserve as Directors (and PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board for election as Directors at the next annual meeting of stockholders) as may be necessary to comply with the foregoing clause (x).

Composition of the Board. (a) From and after The Board shall consist of fourteen (14) or fifteen (15) directors which number shall be established from time to time by resolution of the ClosingBoard, subject to the terms and conditions of this Article II, the ZHG Designator which resolution shall in no event have the right (but not effect of terminating the obligation) to designate, and the individuals nominated for election as Directors by or at the direction term of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)incumbent director. (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director Eight directors shall be referred to herein elected by the Industry Sectors as a “ZHG Designee”follows: (i) Suppliers shall elect two (2) directors; (ii) Transmission Companies shall elect two (2) directors; (iii) RTOs shall select one (1) director; (iv) Small LSEs shall elect one (1) director; (v) Medium LSEs shall elect one (1) director; and (vi) Large LSEs shall elect one (1) director. (c) In the event that a vacancy is created at any time Three (3) directors shall be at-large. At-large directors shall be elected by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction all of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, Industry Sectors voting together as a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designationsingle class. (d) The Company and Three (3) directors, if the Board shall takeconsists of fourteen (14) directors, to the fullest extent permitted by Lawand four (4) directors, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to if the Board immediately after consists of fifteen (15) directors, shall be independent from the Closing, with (x) XxCorporation and any Member or any Affiliate or Related Party of any Member. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing Independent directors shall be elected by all of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018Industry Sectors voting together as a single class. (e) For any designation pursuant Industry Sectors shall elect their respective sector and at-large directors from among individuals holding senior management positions in Member organizations. Any sector-elected or at-large director whose Member organization changes Industry Sectors or who ceases to this Section 2.1 that occurs after hold a senior management position in a Member organization shall continue to serve out his or her remaining term, unless such director resigns or is removed. When selecting at-large directors, Industry Sectors shall consider such factors as the Closing, after the Company’s annual meeting of stockholders for 2017, geographic and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders functional representation of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date Board. No two directors may be employees of the meeting a single Member or any Affiliate or Related Party of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at a Member or any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of DirectorsAffiliate. (f) An independent director is a person (i) who is not an officer or employee of the Corporation, an officer, director, or employee of a Member, or an officer, director or employee of any entity that would reasonably be perceived as having a direct financial interest in the outcome the Board’s decisions, or (ii) who does not have a relationship that would interfere with the exercise of independent judgment in carry out the responsibilities of a director. The Company Board may adopt additional standards for director independence not inconsistent herewith. (g) At-large and independent directors shall at all times provide each ZHG Designee (in his or her capacity as a member be nominated by the nominating and governance committee of the Board. The nominating and governance committee shall seek out for nomination independent directors from diverse backgrounds, who will contribute to the effective functioning of the Board and the Corporation by bringing a broad range of industry expertise, viewpoints, experiences, skill sets and knowledge. If an incumbent independent director is not re-nominated, the nominating and governance committee will use reasonable efforts to ensure that diverse candidates are in the pool of potential nominees for the open independent director position and may retain an independent consultant to identify individuals qualified and willing to serve as an independent director. (h) with Any director which the same rights to indemnification, advancement full Board has determined has a conflict of expenses interest on any compliance or enforcement matter brought before the Board shall not vote on such matter and exculpation that it provides to other Directorsshall recuse himself or herself from all Board deliberations concerning such matter. (i) There will be no alternates or proxies for directors.

Composition of the Board. (a) From and after For so long as the ClosingPercentage Interest held by the Carrier Holders, subject to in the terms and conditions of this Article IIaggregate, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or is at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than least twenty percent (20%) (the “Carrier Scale-Down Percentage Interest”) and the Percentage Interest held by the Watsco Holders, in the aggregate, is at least fifty percent (50%) (the “Watsco Scale-Down Percentage Interest”), the Board shall be composed of five (5) Directors, of whom two (2) Directors shall be designated by the Carrier Deciding Member and three (3) Directors shall be designated by the Watsco Deciding Member. Notwithstanding the forgoing, the number of Directors constituting the entire Board may be increased or decreased beyond the number set forth above from time to time by Approval of the total Board, subject to Section 6.3; provided, that, so long as the Percentage Interest of the Carrier Holders is equal to or greater than the Carrier Scale-Down Percentage Interest, in the case of any increase or decrease in the number of shares Directors constituting the entire Board, the composition of Common Stock outstandingthe Board shall be adjusted to provide the Carrier Deciding Member with the right to designate the whole number (rounding up) of Directors that is closest to forty percent (40%) of the entire Board. (b) Following such time as the Percentage Interest held by the Carrier Holders is less than the Carrier Scale-Down Percentage Interest, the number of Directors designated by the Carrier Deciding Member shall be reduced to the whole number (rounding up) of Directors that is closest to the product of (i) the Percentage Interest held by the Carrier Holders at such time and (ii) the ZHG Designator shall not be entitled number of Directors constituting the entire Board. Any Directors with respect to designate any individuals to serve as Directors whom the Carrier Deciding Member’s designation rights are terminated pursuant to this Section 2.1(a) if4.2(b), at any time, (A) shall be removed from the aggregate Total Share Ownership Board as of the ZHG Entities is less than ten percent (10%) date of such termination of such designation rights. In such event, the total number replacements of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee removed Directors shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction Approval of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”Members. (c) In Following such time as the event that a vacancy is created at any time Percentage Interest held by the deathWatsco Holders is less than the Watsco Scale-Down Percentage Interest, disability, retirement, removal or resignation the Watsco Deciding Member shall only be entitled to designate the whole number (rounding up) of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, Directors that is closest to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number product of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) the Percentage Interest held by the Watsco Holders at such appointments shall occur immediately after such annual meeting, time and (ii) Xx. Xxxxxxxx shall be appointed to the class number of Directors up for election at constituting the Companyentire Board. Any Directors with respect to whom the Watsco Deciding Member’s annual meeting of stockholders for 2018. (e) For any designation rights are terminated pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d4.2(c), in connection with an election shall be removed from the Board as of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of such termination of such designation rights. In such event, the meeting replacements of stockholders such removed Directors shall be determined by the Approval of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of DirectorsMembers. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after the Closing, subject Subject to the terms and conditions of this Article II, from and after the ZHG Designator Closing, until the date that the Share Ownership Percentage of the NLI Parties is less than 5% (the “Sunset Date”), NLI shall have the right (but not the obligation) to designate, designate (and the individuals nominated for election as Directors by or at the direction of the Board or a duly-duly authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the a number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant equal to this Section 2.1(a) if, at any time, (A) the aggregate product of the Total Number of Directors multiplied by the Share Ownership Percentage of the ZHG Entities is less than ten percent (10%) of the total NLI Parties, with such number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement Directors rounded down to the nearest whole number (the “Material TermsDesignation Right”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) In the event that the Board determines in good faith, after consultation with outside counsel, that the nomination of any such individual designated by NLI would be inconsistent with the Board’s fiduciary duty under Applicable Law or with the rules and regulations of the Exchange, NLI shall have the right (but not the obligation) to designate any other individual that would not result in such determination. (c) If at any time the ZHG Designator NLI has designated fewer than the total number of individuals that the ZHG Designator NLI is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator NLI shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator NLI is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-duly authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to shall, unless the Board determines in good faith, after consultation with outside counsel, that such recommendation, support, or other action would be inconsistent with the Board’s fiduciary duty under Applicable Law, take all Necessary Action to: (xi) effect the election or appointment of such additional designees, whether by increasing the size of the Board or otherwise, and ; and (yii) cause the election or appointment of such additional designees to fill any such newly-newly created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator NLI shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected or appointed as a Director shall be referred to herein as a “ZHG NLI Designee”. (cd) If at any time the number of NLI Designees is greater than permitted by NLI’s Share Ownership Percentage pursuant to Section 2.1(a), NLI shall cause one or more of its NLI Designees to resign from the Board within 60 days of the date on which its Share Ownership Percentage decreased below the level necessary to maintain such NLI Designees. (e) Each of the NLI Designees shall be entitled to receive compensation as Directors from the Company, but only if he/she (i) is not an employee of NLI or otherwise compensated by NLI in connection with his/her position as NLI Designee and (ii) is determined by the Board to be independent under Applicable Law and the rules and regulations of the Exchange. (f) The Company may terminate the Designation Right by written notice to NLI within 30 Business Days if (i) the parties to this Agreement agree in writing to terminate the Designation Right, (ii) the exercise of the Designation Right by NLI or participation by the NLI Designee on the Board is prohibited by Applicable Law or (iii) NLI commits a willful and material breach of this Agreement, which willful and material breach is not cured within 60 days after NLI’s receipt of a written notice in respect thereof from the Company, provided that prior to any termination of the Designation Right pursuant to this Section 2.1(f), an executive officer of the Company shall discuss such termination of the Designation Right with an executive officer of NLI and consider in good faith whether there are available alternatives or remedies to avoid terminating the Designation Right. (g) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG NLI Designee, any individual nominated or appointed by or at the direction of the Board or any duly-duly authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee QualificationsNLI, and the Company and the Board shall take, to the fullest extent permitted by LawApplicable Law and the rules and regulations of the Exchange, at any time and from time to time, all actions necessary Necessary Action to accomplish the same cause such vacancy to be filled by such designee of NLI, as soon promptly as possible practicable following such designation, unless the Board determines in good faith, after consultation with outside counsel, that such determination to fill such vacancy would be inconsistent with the Board’s fiduciary duty under Applicable Law. (dh) The Company and the Board shall take, to the fullest extent permitted by LawApplicable Law and the rules and regulations of the Exchange, all actions necessary, including increasing the Total Number of Directors, Necessary Action to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) individuals designated by NLI pursuant to the Designation Right to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, provided that if the Closing occurs Board determines in good faith, after mailing consultation with outside counsel, that the appointment of any such designee would be inconsistent with the Board’s fiduciary duty under Applicable Law or with the rules and regulations of the Company’s proxy statement relating Exchange, the Board shall not be required to its annual meeting of stockholders for 2017, appoint such designee but NLI shall have the right (ibut not the obligation) to designate any other individual that would not result in such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018determination. (ei) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator NLI shall identify its designees by written notice to the Company no less than ninety (90) 120 days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors and such NLI Designees shall complete a customary director and officer questionnaire, in the same form provided to all other Directors, by the date required of all other Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the The Company shall, to the fullest extent permitted by LawApplicable Law and the rules and regulations of the Exchange, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its commercially reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, andin each case, if necessaryunless the Board determines in good faith, increasing after consultation with outside counsel, that such recommendation and support would be inconsistent with the Total Number Board’s fiduciary duty under Applicable Law. To the fullest extent permitted by Applicable Law, each NLI Designee shall be required to recuse himself or herself from the deliberations and vote on any matter on which NLI or such NLI Designee has a material conflict of Directorsinterest or as otherwise required by Applicable Law or the rules and regulations of the Exchange, as determined after consultation with NLI and upon the advice of outside counsel to the Company or the Board. (fj) The Company NLI Designee shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights be entitled to indemnification, advancement of expenses and exculpation from the Company and to be insured under the director and officer insurance policy of the Company, to the same extent as the other members of the Board (in their capacities as Directors) pursuant to the Company Charter and bylaws of the Company. (k) As a condition to the Company’s obligations under this Section 2.1 with respect to persons designated for nomination, appointment, or election by NLI, each NLI Designee will agree in writing: (i) during the term of any service as a Director to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee members of the Company, including, without limitation, the Company’s code of conduct, xxxxxxx xxxxxxx policy, Regulation FD policy, related person transactions policy and corporate governance guidelines, in each case as previously approved by the Board and as amended from time to time; and (ii) to keep confidential and not publicly disclose discussions and matters considered in meetings of the Board and its committees or other confidential information of the Company that it provides the NLI Designee receives from the Company, in accordance with and subject to other Directorsthe terms of a confidentiality agreement in the form attached hereto as Schedule C (the “Confidentiality Agreement”). The Confidentiality Agreement shall be executed by NLI, the Company and the applicable NLI Designees and delivered concurrently with the Closing.

Composition of the Board. (a) From and after Effective as of the Closing, subject to the terms and conditions of this Article IIEffective Time, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as authorized number of Directors by or at the direction of comprising the Board or a duly-authorized committee thereof shall includeinitially be 10, two (2) individuals that meet divided into three classes as provided in the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a)Charter, but subject to the proviso set forth in Section 2.6, consisting of: (i) three (3) individuals selected by the number Board prior to the filing date of individuals that the ZHG Designator definitive Proxy Statement (as such term is defined in the Merger Agreement) to occupy one seat in each of the three classes (the “C Co Directors”); (ii) the individual then serving as the Chief Executive Officer of the Company, for so long as such individual holds such position (who shall be entitled a Class 2 Director); (iii) four (4) individuals designated by F Co Parent prior to designate to serve as Directors pursuant to this Section 2.1(a) the expected filing date of the definitive Proxy Statement, one of whom shall be reduced to Xxxxxxx X. Xxxxx, XX (the “F Co Parent Directors”), with Xx. Xxxxx and one (1) other F Co Parent Director ifto be Class 1 Directors, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent one (20%1) of the total number of shares of Common Stock outstandingF Co Parent Director to be a Class 2 Director, and one (ii1) the ZHG Designator shall not F Co Parent Director to be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(aa Class 3 Director; (iv) ifone (1) individual designated by Xxxxxx X. Xxx Parallel Fund V, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement L.P. (the “Material TermsTHL Director”) in ), (who shall be a Class 1 Director), who shall initially be Xxxxxx X. Xxxxxxx and who shall be such director so long as he is a principal of THL (or equivalent or higher ranking employee of THL), provided that any material respect and such breach continues after written notice from director replacing the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may initial THL Director shall always be an Affiliated ZHG Designeeindividual who is a principal of THL (or equivalent or higher ranking employee of THL); and (v) one (1) individual designated by TPG Partners IV, and any other ZHG Designee L.P. (the “TPG Director”), (who shall be a Class 3 Director), who shall initially be Xxxxxxxx Xxxxxx and who shall be such director so long as he is a principal of TPG (or equivalent or higher ranking employee of TPG), provided that any director replacing the initial TPG Directors shall always be an Independent ZHG Designee, unless otherwise determined by the Board individual who is a principal of TPG (excluding any ZHG Designeeor equivalent or higher ranking employee of TPG). (b) If at any time The Company and F Co Parent shall each provide written notice to the ZHG Designator has other, not less than 5 Business Days prior to the expected filing date of the definitive Proxy Statement of the individuals who shall be designated fewer than as the total number of individuals that initial three C Co Directors and the ZHG Designator is then entitled to designate four F Co Parent Directors pursuant to Section 2.1(a5.4(a), provided, however, that if either the ZHG Designator Company or F Co Parent has not selected their respective nominees by such date, then notwithstanding the foregoing, the Company or F Co Parent, as the case may be, shall have instead provide such notice at least 5 Business Days prior to the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction expected date of the Board Closing (or any duly-authorized committee thereof if such period of notice is not practicable under the circumstances because an individual who has been so designated is no longer available for election such service, such prior notice as Directors to fill any vacancy or newly created directorships on the Board shall include such designeesis practicable), and the Company shall use its best efforts to (x) effect the election of such additional designeesprovided, whether by increasing the size further that designation of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director initial C Co Directors shall be referred subject to herein as a “ZHG Designee”the prior written consent of F Co Parent, which consent shall not be unreasonably withheld. (c) In Except as provided in Section 5.4(d), the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction size and composition of the Board or any duly-authorized committee thereof to fill such vacancy shall be, may thereafter be changed as permitted by and in accordance with applicable law and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, Charter and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019Bylaws; provided, however, that if none of F Co Parent or its Affiliates shall vote its shares or otherwise act to remove any person serving as a C Co Director prior to expiration of such Director’s term other than for cause. (d) Following the Closing occurs after mailing Effective Time, the Board shall include (i) the individual then serving as the Chief Executive Officer of the Company’s proxy statement relating to its annual meeting of stockholders , for 2017so long as such individual holds such position, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed the F Co Parent Directors, for so long as F Co Parent remains a party to this Agreement; (iii) the class THL Director, for so long as THL owns at least one-third (33%) of the Voting Securities held by it immediately after the Effective Time (subject to adjustment for stock splits, combinations and similar events); (iv) the TPG Director, for so long as TPG owns at least one-third (33%) of the Voting Securities held by it immediately after the Effective Time (subject to adjustment for stock splits, combinations and similar events); and (v) such number of Independent Directors up for election as is necessary to have in office at the Company’s annual meeting of stockholders for 2018all times not less than three (3) Independent Directors. (e) For any designation pursuant Subject to this Section 2.1 that occurs after subsection (d) above and until such time as such Committees must be comprised entirely of Independent Directors in accordance with the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders listing standards of the CompanyNew York Stock Exchange, the ZHG Designator Compensation Committee of the Board shall identify its designees by written notice to include one of either the Company no less than ninety THL Director and the TPG Director. The THL Director and TPG Director shall rotate their position on the Compensation Committee each year. (90f) days No party shall designate a Director (i) who has been removed for cause from the Board, (ii) has ever been convicted of a felony, or (iii) is or, within 10 years prior to the date of the meeting designation, has been subject to any permanent injunction for violation of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies federal or consents in favor thereof, and, if necessary, increasing the Total Number of Directorsstate securities law. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after The Board shall consist of eight members as follows: three Sodexho Designees (as defined below), two Independent Directors (as defined below), the Closing, person who is then serving as the Chief Executive Officer of SMS (subject to the terms Section 2.01(g)) and conditions of this Article II, the ZHG Designator shall have the right two New Marriott Directors (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designeedefined below). (b) If So long as Sodexho and its Affiliates own at any least 20% of the outstanding Common Stock, Sodexho shall be entitled to designate three members of the Board. At such time as Sodexho and its Affiliates own less than 20% of the ZHG Designator outstanding Common Stock, Sodexho shall be entitled to designate two members of the Board so long as either (i) Sodexho and its Affiliates own at least 10% of the outstanding Common Stock or (ii) the Royalty Agreement remains in full force and effect. At such time as Sodexho and its Affiliates own less than 10% of the outstanding Common Stock and the Royalty Agreement has designated fewer than terminated, Sodexho's right to designate members of the total number Board pursuant to this Section 2.01(b) shall terminate. Members of individuals the Board that the ZHG Designator Sodexho is then entitled to designate pursuant to this Section 2.1(a)2.01(b) shall constitute "SODEXHO DESIGNEES". In the event that after the third anniversary of the date hereof the total Board does not consist of eight members, the ZHG Designator number of Board members that Sodexho shall have the right (but not the obligation) to designate such shall be adjusted as follows: (i) in lieu of three members, the lowest number of additional individuals who meet the Designee Qualifications members that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or would result Sodexho Designees representing at the direction least 37.5% of the total Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on and (ii) in lieu of two members, the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election lowest number of such additional designees, whether by increasing the size members that would result in Sodexho Designees representing at least 25% of the Board or otherwise, and (y) cause Board. Initially the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director Sodexho Designees shall be referred to herein as a “ZHG Designee”Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx xx Xxxxxx. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal A person will qualify as an "INDEPENDENT DIRECTOR" if he or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, she (i) is not an employee of SMS, Sodexho, New Marriott or any of their Subsidiaries, (ii) is not otherwise receiving, directly or indirectly, compensation for services that is material to such appointments shall occur immediately after such annual meetingperson from SMS, Sodexho, New Marriott or any of their Subsidiaries and (iii) is not a member of the immediate family (as defined in Item 404(a) of Regulation S-K under the Securities Act) of any person described in clauses (i) and (ii) Xxabove. Xxxxxxxx Initially, the Independent Directors shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018Doctor X. Xxxxxx and Xxxxxx X. Xxxxxxxxx. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From The Board shall consist of nine directors, nominated as follows: (i) up to five directors will be nominated by Modular; (ii) one director will be the Chief Executive Officer or President of the Company for so long as he or she is employed by the Company; and after (iii) three directors will be nominated by the ClosingChief Executive Officer or President and Modular together, subject provided that, to the extent required under the Exchange Act rules and the rules of the securities exchange or quotation system on which the Ordinary Shares are traded, each such director nominated pursuant to this clause (iii) shall (x) not be an “Affiliate” or an “Associate” (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of Modular and conditions (y) be an “independent director,” as such term is defined by the rules of this Article IIthe securities exchange or quotation system on which the Ordinary Shares are traded. If the number of directors that comprise the entire Board is increased in accordance with Section 2.04 hereof, the ZHG Designator shall have number of directors added to the right Board (but not the obligation“Additional Directors”) to designatemust be a multiple of two, and the individuals nominated for election as Directors by or at the direction Modular shall continue to be entitled to nominate a majority of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of provided in this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)2.01. (b) If at any time Each Shareholder entitled to vote for the ZHG Designator has designated fewer than election of directors to the total number Board agrees that it will vote its Ordinary Shares or execute a proxy or written consent, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of individuals Shareholders) in order to ensure that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction composition of the Board or any duly-authorized committee thereof for election is as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to set forth in this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”2.01. (c) In The right of Modular to nominate a majority of the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction members of the Board or any dulypursuant to this Article 2 shall: (i) at such time as Modular’s Aggregate Ownership Percentage is less than 25%, be reduced to the right to nominate [one-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee fourth] of the ZHG Designator who meets members of the Designee QualificationsBoard, and rounded up to the Company and nearest whole number of members of the Board shall takeif such fraction is not a whole number; (ii) at such time as Modular’s Aggregate Ownership Percentage is less than 20%, be reduced to the fullest extent permitted by Lawright to nominate [one-fifth] of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; (iii) at such time as Modular’s Aggregate Ownership Percentage is less than 10%, be reduced to the right to nominate [one-tenth] of the members of the Board, rounded up to the nearest whole number of members of the Board if such fraction is not a whole number; and (iv) terminate at such time as Modular’s Aggregate Ownership Percentage is less than 5%. The obligations imposed on the Shareholders to give effect to the rights to nominate directors set forth in this Section 2.01 shall terminate as to any time and from time Person when such Person’s right to time, all actions necessary to accomplish the same as soon as possible following such designationnominate a director is terminated. (d) The Company and agrees to take all other necessary actions (including calling a special meeting of the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”and/or Shareholders) to be appointed ensure that the nominations to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to are as contemplated by this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors2.01. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing: (i) the Board shall take all necessary corporate action to increase the Total Number of Directors to six (6), including one (1) Initial Investor Designee; and (ii) the Company shall take all necessary corporate action to appoint the Initial Investor Designee to the Board. (b) From and after the ClosingClosing until the Sunset Date, subject to the terms and conditions of this Article II, the ZHG Designator Lead Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two one (21) individuals individual that meet meets the Designee Qualifications to serve as Directorsa Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(a2.1(b), but subject to on and after the proviso set forth in Section 2.6Sunset Date, (i) or the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at earlier date on which any time, the aggregate Total Share Ownership Investor Entity of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity Lead Investor intentionally breaches Article III, Section 4.1, 4.1 or Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty ten (3010) day Business Day opportunity to cure. From and after , the date on which either of the Initial ZHG Designees ceases Lead Investor shall not be entitled to designate any individual to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG the Investor Designee shall not be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designateserve as a Director, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate each case pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”Agreement. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG the Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator Lead Investor who meets the Designee Qualifications, and the Company and the Board shall takeuse reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders shareholders of the Company, the ZHG Designator Lead Investor shall identify its designees designee by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders shareholders of the Company called for the purpose of electing DirectorsDirectors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the ZHG Designator Lead Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (fe) The Company shall at all times provide each ZHG the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the other Directors.

Composition of the Board. (a) From Subject to subsections (c), (d) and after (e) below and Section 8(b) of the ClosingCertificate of Designations, subject to Preferences and Rights of the terms and conditions of this Article IIPreferred Shares, the ZHG Designator Board shall have the right consist of nine (but not the obligation9) directors (or such smaller number as may be mutually agreed to designateby DLJMB, ZS, so long as it owns beneficially 25% of its Initial Ownership, and Uhlenhop, so long as he is the individuals nominated for election as Directors by or at the direction Chief Executive Officer of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(aCompany), but subject to seven (7) of whom (including the proviso set forth in Section 2.6, (i) Chairman of the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(aBoard) shall be reduced to nominated by the DLJMB Entities, one (1) Director ifof whom shall be nominated by ZS, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent and one (20%1) of whom shall be Uhlenhop so long as he is the total number Chief Executive Officer of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity he owns beneficially Common Shares and Vested Option Shares in an aggregate amount equal to cure. From and after the date on which either at least 2% of the Fully Diluted Common Shares; PROVIDED, HOWEVER, that, if Uhlenhop is no longer serving as the Chief Executive Officer of the Company (other than as a result of his termination for "Cause" (as defined in the Uhlenhop Employment Agreement)) but he owns beneficially Common Shares and Vested Option Shares in an amount equal to at least 2% of the Fully Diluted Common Shares, the Board shall continue to consist of nine (9) directors (or such smaller number as may be mutually agreed to by DLJMB, ZS, so long as it owns beneficially 25% of its Initial ZHG Designees ceases Ownership, and Uhlenhop, so long as he is the Chief Executive Officer of the Company), six (6) of whom (including the Chairman of the Board) shall be nominated by the DLJMB Entities, one (1) of whom shall be nominated by ZS, one (1) of whom shall be Uhlenhop so long as he owns beneficially Common Shares and Vested Option Shares in an amount equal to at least 2% of the Fully Diluted Common Shares, and one (1) of whom shall be the new Chief Executive Officer of the Company who is duly appointed by the Board; PROVIDED FURTHER, that, notwithstanding his Share ownership, if Uhlenhop is no longer serving as the Chief Executive Officer of the Company or Xxx Xxxxxxxx Press as a result of his being terminated for "Cause" in accordance with the Uhlenhop Employment Agreement, Uhlenhop will no longer be entitled to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by director of either the Board (excluding any ZHG Designee)Company or Xxx Xxxxxxxx Press. (b) If at any time the ZHG Designator has designated fewer than the total number Upon execution of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a)this Agreement, the ZHG Designator parties shall have take all necessary action so that, effective on the right (but not day immediately after the obligation) to designate such number day on which the "Closing" under the Merger Agreement is consummated, the Board shall consist of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designateXxxxxxxx Xxxx, in which caseXxxx Xxxx, any Xxxx Xxxxxxx and four other individuals nominated by or at DLJMB, as the direction nominees of the Board DLJMB Entities, Xxxxxx Xxxxx, as the nominee of ZS, and Xxxxxx X. Xxxxxxxx, and each such director shall serve until resignation, removal or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on replacement in accordance with the Board shall include such designeesterms of this Agreement or, in the case of Uhlenhop, in accordance with the terms of the Uhlenhop Employment Agreement, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”Bylaws. (c) In Subject to subsections (d) and (e) below, the event that a vacancy is created at any time by DLJMB Entities, ZS and the death, disability, retirement, removal or resignation Management Shareholders hereby agree to amend the provisions of any ZHG Designee, any individual nominated or appointed by or at subsection (a) as may be necessary to change the direction composition of the Board as may be required by law or by any duly-authorized committee thereof to fill such vacancy shall beapplicable listing standards or as may be reasonably requested by any underwriter, and in each case in connection with the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designationIPO. (d) The Company and Each Shareholder entitled to vote for the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number election of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed directors to the Board immediately after agrees that he or it shall vote his or its Shares or execute consents, as the Closingcase may be, with and take all other necessary action (xincluding in order to satisfy any quorum requirement) Xxin order to ensure that the composition of the Board is as set forth in this Section 2.1; PROVIDED, HOWEVER, that none of the DLJMB Entities, ZS or the Management Shareholders shall be required to vote for the nominees of any Shareholder or group of Shareholders under this Agreement if the ownership of Shares by such Shareholders or group at the time of any such vote is less than 25% of such Shareholder's or group's Initial Ownership. Xxxxxxxx appointed No Shareholder shall give any proxy or power of attorney to any Person that permits the holder thereof to vote in his, her or its discretion on any matter that may be submitted to the class Company's shareholders for their consideration and approval, unless such proxy or power of Directors up for election at the Company’s annual meeting of stockholders for 2019 attorney is made subject to and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign exercised in connection accordance with the Closing, and to the class provisions of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018this Agreement. (e) For Notwithstanding any designation pursuant other provision of this Agreement, the number of directors on the Board shall not be reduced below nine (9) at any time prior to the second anniversary of the date of this Section 2.1 that occurs after the ClosingAgreement, after the Company’s annual meeting of stockholders for 2017including, and after the appointments contemplated in Section 2.1(d)without limitation, in connection with an election of Directors by the stockholders operation of subsection (a) or (c) above, without the consent of ZS, so long as it owns beneficially 25% of its Initial Ownership, or Uhlenhop, so long as he is the Chief Executive Officer of the Company; PROVIDED that, in the ZHG Designator event the number of directors comprising the Board is so reduced, then (i) any director nominated by ZS then on the Board shall identify its designees by written notice be removed, (ii) ZS's rights under this Agreement to designate or nominate a director to the Company Board shall automatically terminate and any rights granted to a ZS director under this Agreement shall automatically terminate and be of no less than ninety further force or effect, and (90iii) days prior the DLJMB Entities shall succeed to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant ZS's right to nominate a director under this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors2.1. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From The Board shall consist of six members, of whom one shall be designated in accordance with the Company's Restated Certificate of Incorporation (the "CERTIFICATE") and after the ClosingBylaws, subject to the terms and conditions one of this Article IIwhom shall be nominated by DLJMB (such director, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a"DLJMB NOMINEE"), but subject to who will otherwise be elected in accordance with the proviso set forth in Section 2.6Certificate and Bylaws, (i) the number one of individuals that the ZHG Designator whom shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be reduced to designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (1) Director ifsuch director, at any timean "MDP DESIGNEE"), and one of whom shall be the aggregate Total Share Ownership chief executive officer of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)Company. (b) If at any time Each Shareholder entitled to vote for the ZHG Designator has designated fewer election of directors to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities or execute consents, as the total number case may be, and take all other necessary action (including causing the Company to call a special meeting of individuals shareholders) in order to ensure that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction composition of the Board or any duly-authorized committee thereof is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled to vote for the election as Directors of directors to fill any vacancy or newly created directorships on the Board shall include such designeesbe required to vote its shares of Equity Securities or execute consents, and as the case may be, or take any other action (including causing the Company shall use its best efforts to (xcall a special meeting of shareholders) effect in order to elect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”DLJMB Nominee. (c) In The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one member of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation right of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation Shareholder pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice 2.01 to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies designate or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as nominate a member of the Board) Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the same rights to indemnification, advancement Company's Certificate and bylaws. No member of expenses and exculpation that it provides to other Directorsthe Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purpose.

Composition of the Board. (ai) From Subject to Section 17(a)(iv) below, two directors of the Board (each, a “Director”) shall be individuals designated in writing to the Company by MDLZ (each, a “MDLZ Designee”), which individuals shall at all times be executive officers of MDLZ and after shall initially be the ClosingExecutive Vice President and General Counsel and the Executive Vice President and Chief Financial Officer. (ii) Upon the resignation, retirement or other removal of any MDLZ Designee, MDLZ shall be entitled, subject to the terms and conditions of this Article IISection 17(a)(iv) below, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled promptly to designate a replacement MDLZ Designee to serve as Directors pursuant to this Section 2.1(abecome a Director. (iii) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership Each of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company Holders shall use its reasonable best efforts to cause such vacancy give effect to Section 17(a)(i); in particular, (A) each Holder shall procure that the directors of the Board nominated by it shall vote in favor of appointing each MDLZ Designee and against the removal of any MDLZ Designee at each relevant meeting of the Board or of any committee of the Board, (B) the Company shall ensure that each MDLZ Designee is proposed to serve as a Director at each annual or special meeting of the Company at which directors are to be filled byelected, (C) each Holder shall procure that the directors of the Board nominated by it shall recommend that the Company’s stockholders vote in favor of appointing each MDLZ Designee and against the removal of any MDLZ Designee, (D) each Holder shall vote all the stock that it holds or controls (and shall procure that each of its Affiliates votes all stock that it holds or controls) in favor of appointing each MDLZ Designee as a Director and against the removal of any MDLZ Designee as a Director, and (E) no Holder (other than MDLZ) shall take any action to remove, or oppose the appointment of, a new designee of the ZHG Designator who meets the MDLZ Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designationa Director. (div) The Company If MDLZ and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no Affiliates beneficially own less than ninety (90) days prior to the date of the meeting of stockholders 8% of the Company called for Shares, then MDLZ shall promptly cause one of such MDLZ Designees to resign and the purpose number of electing DirectorsMDLZ Designees permissible hereunder shall be permanently reduced to one. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, If MDLZ and its Affiliates beneficially own less than 5% of the Company shallShares, then MDLZ shall promptly cause a second MDLZ Designee to resign and the fullest extent permitted by Law, include such individual in the slate number of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts MDLZ Designees permissible hereunder shall be permanently reduced to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directorszero. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing: (i) the Board shall take all necessary corporate action to increase the Total Number of Directors to eleven (11), comprised of the five (5) Initial Investor Designees, five (5) Company Designees and the Company’s chief executive officer; (ii) the Company shall use commercially reasonable efforts to cause the resignations of two (2) individuals who are directors of the Company immediately prior to the Closing (other than the Company Designees and the Company’s chief executive officer); and (iii) the Company shall take all necessary corporate action to appoint the Initial Investor Designees to the Board. (b) From and after the ClosingClosing until the Sunset Date, subject to the terms and conditions of this Article II, the ZHG Designator Investor shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two up to five (25) individuals that meet the Designee Qualifications to serve as DirectorsDirectors (each such individual whom Investor shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”); provided, that, at all times, at least two (2) of the Investor Designees shall be Independent Investor Designees (except, if, Investor is only entitled to nominate four (4) Investor Designees, only one (1) of the Investor Designees shall be required to be an Independent Investor Designee, and, if, Investor is only entitled to nominate three (3) or fewer Investor Designees, no Investor Designees shall be required to be an Independent Investor Designee). Notwithstanding the foregoing provisions of this Section 2.1(a2.1(b), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator Investor shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a2.1(b) shall be reduced adjusted, as applicable, immediately after any Transfer of Equity Securities of the Company by an Investor Entity and otherwise at each record date established by the Board with respect to one (1) Director ifany meeting of stockholders of the Company involving the election of Directors, to a number equal to the Percentage Interest of the Investor Entities multiplied by the Total Number of Directors at any such time, rounded up to the aggregate Total Share Ownership of nearest whole number; provided, that, (i) the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, Investor Designees shall not exceed five (5) individuals and (ii) on and after the ZHG Designator shall not be entitled to designate Sunset Date, or the earlier date on which any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Investor Entity intentionally breaches Article III, Section 4.1, 4.1 or Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty ten (3010) day Business Day opportunity to cure. , the Investor shall not be entitled to designate any individuals to serve as Directors, and no Investor Designee shall be entitled to serve as Director, in each case pursuant to this Agreement. (c) From and after the date on which either Closing until the Sunset Date, the chief executive officer of the Initial ZHG Designees ceases Company shall be entitled to serve be nominated by the Board for election as a DirectorDirector (except as otherwise determined by the approval of a majority of the independent directors, not more including a majority of the Independent Company Designees entitled to vote on such matter) (such Person, the “CEO Designee”). (d) From and after the Closing until the Sunset Date, the Independent Company Designees shall have the exclusive right to nominate persons on behalf of the Board for election at annual stockholders meetings for, or to fill vacancies in, all Director positions, other than one ZHG Designee (i) the Investor Designees and (ii) the CEO Designee; provided, that, at any time may be an Affiliated ZHG Designeeall times, and any other ZHG Designee the Company Designees shall be an Independent ZHG DesigneeCompany Designees, unless otherwise determined by the Board (excluding any ZHG Designeeincluding, for so long as the Percentage Interest of the Investor Entities is at least 25%, at least a majority of the Investor Designees entitled to vote on such matter). (be) If at any time the ZHG Designator Investor has designated fewer than the total number of individuals that the ZHG Designator Investor is then entitled to designate pursuant to Section 2.1(a2.1(b), the ZHG Designator Investor shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator Investor is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its reasonable best efforts to (xi) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (yii) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (cf) In Subject to Section 2.3, in the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Investor Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator Investor who meets the Designee Qualifications, and the Company and the Board shall takeuse reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (eg) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator Investor shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing DirectorsDirectors or if later, prior to the 10th day after the public announcement of the meeting date. So long as an individual designated by the ZHG Designator Investor pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (fh) The Company shall at all times provide each ZHG Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. Each Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board or any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms.The Company shall at all times provide each Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the Company Designees. (i) From the date hereof until the Sunset Date, Investor may designate one (1) individual as an observer (the “Observer”) to attend each meeting of the Board and its committees in a non-voting capacity, subject to such individual’s prior execution and delivery to the Company of a customary confidentiality agreement in the form attached hereto as Exhibit C (as it may be reasonably modified from time to time by the Nominating and Corporate Governance Committee) and except when such attendance would present an actual or potential conflict of interest (in the good faith determination of the Board or any committee thereof, as applicable).

Composition of the Board. (a) Subject to this Article III, each Party will take all action within its respective power, including the voting of its Shares or execution of consents, required to establish the number of Managers on the Board at five and to cause the election of the following natural Persons to the Board Managers who have been nominated by this Section 3.2(a). At least one of the Managers to be appointed by each of NII Telecom and Investor, subject to (i) and (ii) below, will meet the residency requirements under applicable Law to qualify as a Luxembourg manager. (i) As of the Effective Date and until the Second Closing (if any), (A) Investor will be entitled to nominate two Managers and one observer to the Board (provided that if Investor’s Applicable Ownership Percentage is (y) less than 30%, Investor is only entitled to nominate one Manager and one observer to the Board; or (z) less than 20%, Investor will only be entitled to nominate an observer to the Board) (any Manager appointed by Investor under Section 3.2 being an “Investor Manager”) and (B) NII Telecom will be entitled to nominate the other three Managers (or four or five, as applicable) (any Manager appointed by NII Telecom under Section 3.2 being an “NII Manager”), one of whom shall be designated as the chairman of the Board. (ii) From and after the Closing, subject Second Closing (if any): (A) Investor will have the right to nominate three Managers (plus one or two further Managers respectively if NII Telecom is only entitled to appoint one Manager or is not entitled to appoint any Manager pursuant to the terms hereof), one of whom shall be designated as the chairman of the Board, and conditions on Second Closing one NII Manager shall be promptly removed from the Board by a resolution of this Article IIthe Shareholders. (B) For as long as NII Telecom (together with its Permitted Transferees) maintains an Applicable Ownership Percentage of at least: (1) 30%, the ZHG Designator shall it will have the right (but not the obligation) to designate, nominate two Managers; and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet 20% but less than 30%, it will have the Designee Qualifications right to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a)nominate one Manager. (C) If NII Telecom’s (together with its Permitted Transferees) Applicable Ownership Percentage is less than 20%, but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall it will only be entitled to designate appoint an observer to serve as Directors pursuant to this Section 2.1(a) the Board and any remaining NII Manager shall be reduced promptly removed from the Board by a resolution of the Shareholders. (iii) The individuals nominated as of the Effective Date by Investor to one be Investor Managers and by NII Telecom to be its Managers are set forth on Exhibit B. (1iv) Director ifAny Investor Manager or NII Manager shall, at any timetheir election, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, either (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding be appointed to or (B) be entitled to appoint another Person for appointment to the board of directors (or equivalent body) of any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)Company’s Subsidiaries. (b) If at any time The Company and the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designateShareholders will take all reasonably required actions within their control, in which case, any individuals nominated by or at order to elect and maintain a five-Person Board in accordance with the direction terms of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”Agreement. (c) In If a Shareholder loses the event that right to nominate one or more Managers under this Section 3.2 due to its failure to maintain its required Applicable Ownership Percentage, the other Managers will nominate a vacancy is created at any time replacement for such Manager(s) (and such nomination shall be approved and appointed by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designationShareholders). (d) The Each Shareholder entitled to vote for the election of Managers agrees that it will vote, or cause to be voted, its Shares or execute written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Shareholders) in order to ensure that the composition of the Board is as set forth in this Agreement and the Board shall take, to Articles and the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018nominations set out herein are effected. (e) For any designation pursuant Subject to compliance with applicable Law, Investor and NII Telecom shall be permitted to appoint by notice in writing such other Persons as they sees fit as observers (limited to one observer if such Shareholder only has the right under this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(dAgreement to appoint one or two Managers), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator who shall identify its designees by written notice be entitled to the Company no less than ninety attend and speak (90but not vote) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose Board and to receive notice of electing Directors, all such meetings and use its reasonable best efforts to cause the election of such individual all board materials provided to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall Managers at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights time as the Managers. Such observers shall owe the same duty of confidentiality to indemnification, advancement of expenses and exculpation that it provides to other Directorsthe Company as the Managers.

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions The Board shall consist of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction seven directors of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, whom (i) four will be designated by DLJMB in its sole discretion, (ii) one will be Robert L. Smialek for so long as he is employed by the Compaxx, (xxx) xxx xxxl be designated by CVC as long as at the close of business on the Business Day immediately preceding such designation, the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership Common Shares held by CVC is more than 10% of the ZHG Entities is less than twenty percent outstanding Common Shares on a Fully Diluted basis and (20%iv) one will be designated by DLJMB but shall not be either an "Affiliate" or an "Associate" (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of the total DLJ Entities or the Other Stockholders (the "Independent Director") and shall be designated by DLJMB after consultation with the Other Stockholders. On the Closing Date, the initial Board shall be Thompson Dean, William F. Dawson, Jr., Robert L. Smialek and, xxxxxxx xxxer xxx Xxxxxxx Xxxx, Xxxid Xxxx. XXXXX xxxxl be permitted to increase the number of shares of Common Stock outstanding, xx xxxxxxxrs who serve on the Board from seven to eight and (ii) the ZHG Designator DLJMB shall not be entitled permitted to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)eighth director. (b) If at any time Each Stockholder entitled to vote for the ZHG Designator has designated fewer than election of directors to the total number Board agrees that it will vote its Shares or execute written consents, as the case may be, and take all other necessary action (including action by written consent or causing the Company to call a special meeting of individuals stockholders) in order to ensure that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction composition of the Board or any dulyis as set forth in this Section 2.01; provided that the Other Stockholders shall not be required to vote for the board-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships designees of DLJMB if the aggregate number of Common Shares held by the DLJ Entities is, at the close of business on the Board shall include day preceding such designeesvote or execution of proxies or consents, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size less than 10% of the Board or otherwise, and (y) cause the election DLJ Entities Initial Ownership of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as Common Shares on a Director shall be referred to herein as a “ZHG Designee”Fully Diluted Basis. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after the Closing, subject Subject to the terms and conditions of this Article IISection 2.2(a) below, the ZHG Designator business and affairs of the Company shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors be managed by or at under the direction of the Board or a duly-authorized committee thereof Board. The parties hereto and their Permitted Transferees shall include, two (2) individuals that meet the Designee Qualifications take all necessary action as is required under applicable law to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) cause the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by comprising the Board (excluding any ZHG Designee)to be 11. (b) If at any time Subject to Section 6.1, notwithstanding anything else in this Article II to the ZHG Designator has contrary, the parties hereto and their Permitted Transferees shall take all necessary action as is required under applicable law to cause (i) six Directors designated fewer than by MS to be elected to the total number of individuals that Board (the ZHG Designator is then entitled to designate elected designees pursuant to Section 2.1(athis clause (b), the ZHG Designator “MS Directors”); provided that one MS Director shall have the right be an Independent Director, (but not the obligationii) one Director designated by Ball to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled be elected to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors (such elected designee, the “Ball Director”), (iii) one director to fill any vacancy or newly created directorships on be designated by Hitachi to be elected to the Board shall include (such designees, and elected designee the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise“Hitachi Director”), and (yiv) cause three directors appointed by the election of CFA (such additional designees elected designees, the “Company Directors”), to fill any such newly-created vacancies or be elected to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”Board. (c) In the event that a vacancy on the Board is created at any time by the death, disability, retirement, resignation or removal (with or resignation without cause) of any ZHG DesigneeMS Director, any individual nominated Ball Director, Hitachi Director or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill Company Director, such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled byby a Director designated by the party that appointed the director who died, a new designee of the ZHG Designator who meets the Designee Qualificationsbecame disabled, and the Company and the Board shall takeretired, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019resigned or was removed; provided, however, that if MS, Ball, Hitachi or the Closing occurs after mailing CEO may choose, in its or his sole discretion, to leave vacant for any period of time any seat on the Company’s proxy statement relating Board to its annual meeting which it or he has the right to designate for election a Director pursuant to this Article II. (d) Any rights of stockholders MS, Ball, Hitachi or the CEO pursuant to this Section 2, as the case may be, to designate for 2017election to the Board directors, (i) such appointments shall occur immediately after such annual meetingas the case may be, and (ii) Xx. Xxxxxxxx shall be appointed transferable to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018any Permitted Transferees. (e) For any designation pursuant to this Section 2.1 that occurs after So long as Telespazio owns at least 50% of the number of Fully-Diluted Shares owned by Telespazio immediately following the Closing, after the Company’s annual meeting Company shall allow one observer designated by Telespazio to attend all meetings of stockholders for 2017the Board in a nonvoting and non-participatory capacity, such observer to serve at the discretion of the Board, and after the appointments contemplated in Section 2.1(d), in connection with an election of therewith, the Company shall give such observer such notices, minutes, consents and other materials, financial or otherwise, provided to the Directors by the stockholders of as the Company, the ZHG Designator shall identify in its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualificationssole discretion, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directorsso determines. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From Subject to Section 2.01(b) and after the Closing, subject to the terms and conditions of this Article IISection 2.01(c), the ZHG Designator Board shall have the right consist of thirteen (but not the obligation13) to designateDirectors, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, which: (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, shall be designated by Lightyear (the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and “Lightyear Designee”), (ii) one (1) shall be designated by GMT (the ZHG Designator “GMT Designee” and together with the Lightyear Designee, the “Key Investor Designees”), (iii) one (1) shall be designated by Xxxxxxxx (the “Xxxxxxxx Designee”), (iv) one (1) shall be designated by Constitution (the “Constitution Designee” and together with the Key Investor Designees and the Xxxxxxxx Designee, the “Investor Designees”), (v) one (1) shall be the then Chief Executive Officer of the Company, (vi) one (1) shall be the then President of the Company, and (vii) the remaining seven (7) Directors (the “Independent Directors”) shall, along with the Investor Designees, initially be the persons identified on Exhibit B, and the Independent Directors thereafter shall be nominated by the nominating committee of the Board (and if no such committee exists, the Board) and, if approved by stockholders at a duly called annual or special meeting of stockholders or by a written consent of stockholders, will be elected to the Board; provided that such Independent Directors described in this Section 2.01(a)(vii) must be “independent of management,” in accordance with 12 C.F.R. Part 363 and Appendix A thereto, and in any event shall not be entitled either an “affiliate” or an “associate” (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of any stockholder or any executive officer of the Company or any Subsidiary of the Company, or any Affiliate of any of the foregoing. In the event that a nominee for Independent Director is not approved by a majority of the Common Shares, the previous Independent Director shall remain on the Board subject to designate any individuals to serve as Directors pursuant to the last sentence of this Section 2.1(a2.01(a), and the procedure for nominating and electing such Independent Director described above shall be repeated until such Independent Director is elected. Each of the Directors will hold office until the earlier of (x) ifhis or her death, at any timedisability, retirement, resignation, or removal (Awith or without cause) and (y) the aggregate Total Share Ownership election of a replacement director in accordance with the ZHG Entities is less than ten percent (10%) provisions of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee2.03(a). (b) If If, at any time time, any of Lightyear, GMT, Xxxxxxxx or Constitution, together with each of their respective Affiliates and Permitted Transferees, owns (including, for purposes of calculating such Investor Stockholder’s ownership, the ZHG Designator has designated fewer than the total number of individuals Common Shares issuable upon conversion of all Preferred Stock, if any, owned by such Investor Stockholder without regard to any limitations on conversion that may apply pursuant to the ZHG Designator is terms of the Preferred Stock) less than five percent (5%) of the Common Stock outstanding on a Fully-Diluted basis, then entitled such Investor Stockholder’s right to designate pursuant to Section 2.1(a), the ZHG Designator an Investor Designee shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, terminate immediately and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board shall as soon as practicable be reduced accordingly, and, if the Board does not so reduce its size, the Stockholders shall take all such actions as are necessary and within their control to implement such reduction of the size of the Board. If at any time either Lightyear, GMT, Xxxxxxxx or otherwiseConstitution loses its right pursuant to the terms of this Section 2.01(b) to designate a director, such Investor Stockholder shall lose such right permanently and such Investor Designee shall resign, unless within ninety (y90) cause days after the election loss of such additional designees right, such Investor Stockholder’s ownership of Common Stock (including, for purposes of calculating such Investor Stockholder’s ownership, the number of Common Shares issuable upon conversion of all Preferred Stock, if any, owned by such Investor Stockholder without regard to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate limitations on conversion that may apply pursuant to this Section 2.1 and who qualifies the terms of the Preferred Stock) increases to serve and is thereafter elected as an amount equal to or greater than five percent (5%) of the Common Stock outstanding on a Director shall be referred to herein as a “ZHG Designee”Fully-Diluted basis. (c) In the event that a vacancy is created If, at any time time, any of Lightyear, GMT, Xxxxxxxx or Constitution shall be in material breach of this Agreement, and such material breach is not cured within thirty (30) days of receipt by the deathapplicable party of written notice by the Company to the applicable party or such longer period of time as may reasonably be required to cure such material breach, disabilitythen such Investor Stockholder shall permanently lose its right to designate an Investor Designee pursuant to Section 2.01(a), retirementsuch party’s applicable Investor Designee shall resign, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at and the direction size of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same reduced accordingly as soon as possible following practicable, and, if the Board does not so reduce its size, the Stockholders shall take all such designationactions as are necessary and within their control to implement such reduction of the size of the Board, provided, that the foregoing cure period shall be tolled in respect of and during the continuance of any bona fide dispute concerning the material breach, as applicable, and this provision shall have no effect until the final resolution of such bona fide dispute. (d) The Each Stockholder agrees that, if at any time it is then entitled to vote for the election of Directors to the Board, it shall vote its Shares or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company and to call a special meeting of stockholders) in order to ensure that the composition of the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign as set forth in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018this Section 2.01. (e) For any designation The Company agrees to cause each individual designated pursuant to Section 2.01(a) or Section 2.03 to be nominated to serve as a Director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in this Section 2.1 that occurs after 2.01. The Company further agrees that, to the Closingextent permitted by applicable regulations and any required consents, after the Company’s annual meeting of stockholders for 2017approvals or non-objections of, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Companyany commitments to, the ZHG Designator Regulatory Authorities, Lightyear and GMT shall identify its designees by written notice to have comparable representation on the Company no less than ninety (90) days prior to the date board of the meeting directors of stockholders any Subsidiary of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this and any committees thereof in accordance with Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, 2.01 and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of DirectorsSection 2.06 hereof. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From The Board shall consist of not more than nine directors, one of whom may, at Xxxxxxx’x election, be designated by Goldman (the “Goldman Director”) and after one of whom may, at ConAgra’s election, be designated by ConAgra (the Closing“ConAgra Director”). Each of Goldman and ConAgra may, subject at their respective elections, from time to time, submit to the terms and conditions Company in writing the name of this Article IIthe individual it wishes to be designated to the Board as the Goldman Director or ConAgra Director, as applicable. Unless Goldman or ConAgra advise the Company otherwise, the ZHG Designator Company may assume that the then current Goldman Director or ConAgra Director shall have be Xxxxxxx’x and ConAgra’s designee’s, as applicable, at any future election of directors. Prior to the right (but not date this Agreement terminates pursuant to Section 4.02(b) hereof, the obligation) to designate, and the individuals nominated for election as Directors by or at the direction size of the Board or a duly-authorized committee thereof shall includemay not be increased without the prior written consent of Goldman and ConAgra, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a)in each case, but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator which shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) ifunreasonably withheld or delayed; provided that, at any time, (A) the aggregate Total Share Ownership consent of Goldman and ConAgra shall not be required in connection with the expansion of the ZHG Entities is less than ten percent (10%) Board to provide bona fide, third party purchasers of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and securities after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the hereof with Board (excluding any ZHG Designee)representation. (b) If at any time Each Stockholder shall vote all of its Company Securities that are entitled to vote or execute proxies or written consents, as the ZHG Designator has designated fewer than case may be, and take all other necessary action (including causing the total number Company to call a special meeting of individuals stockholders) in order to ensure that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction size and composition of the Board or any duly-authorized committee thereof for election is as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to set forth in this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”Article 2. (c) In The Company shall cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the event that Board, and shall take all other necessary actions (including calling a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction special meeting of the Board or any duly-authorized committee thereof and/or stockholders) to fill such vacancy shall be, ensure that the size and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee composition of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same is as soon as possible following such designationset forth in this Article 2. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of conversion of the Initial ZHG Designees ceases Convertible Preferred Stock into Common Stock pursuant to serve as the terms of the Convertible Certificate of Designations (the "Conversion"), and prior to the date of Conversion, if the holders of Series D Preferred Stock may exercise a Directorspecial voting right pursuant to Section V(b) of the Convertible Certificate of Designations, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, each Stockholder shall vote all of its Stockholder Shares which are Voting Securities and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction Voting Securities of the Board Company over which such Stockholder has voting control and shall take all other necessary or any duly-authorized committee thereof desirable actions within its control (including, without limitation, attendance at meetings in person or by proxy for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designeespurposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall use take all necessary or desirable actions within its best efforts control (including, without limitation, calling special Board and stockholder meetings), so that, subject to (x) effect the election remainder of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”.2: (c1) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation The authorized number of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and directors on the Board shall takebe no more than seven (7), and (2) The following shall govern the composition of the Board: (1) not less than three (3) representatives nominated by the Ginsburgs, acting as a group, shall be elected to the fullest extent permitted Board, who shall initially be Richard Ginsburg and two additional represenxxxxxxx xx xx xxminated by Lawthe Ginsburgs; and (2) not less than two (2) representatives who shall not be officers or employees of the Company or its Affiliates or of Westar or its Affiliates or related by blood or marriage to or affiliated with any of the Ginsburgs (each an "Independent Director") shall be nominated mutually by the Stockholders and elected to the Board; and (3) a number of directors, at any time and determined from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board which shall take, be equal to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number lesser of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, the whole number (in accordance with standard rounding conventions) nearest to the product of (A) Westar's fully diluted ownership percentage and (B) the number of authorized seats on the Board of Directors; and (ii) Xx. Xxxxxxxx two (2), shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, nominated by Westar and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual elected to the Board; PROVIDED, including nominating such individual to be elected as a Director as provided hereinHOWEVER, recommending such individual’s election, soliciting proxies or consents that (i) in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at event that the aggregate Stockholder Shares owned by all times provide each ZHG Designee (in his or her capacity as a member of the BoardGinsburgs decreases to less than 2,000,000 shares of Common Stock but more than or equal to 1,250,000 shares of Common Stock, then the Ginsburgs shall have the right to nominate two (2) representatives; (ii) in the event that the aggregate Stockholder Shares owned by all of the Ginsburgs decreases to less than 1,250,000 but more than or equal to 500,000 shares of Common Stock, then the Ginsburgs shall have the right to nominate one (1) representative, and (iii) in the event that the aggregate Stockholder Shares owned by all of the Ginsburgs decreases to less than 500,000 shares of Common Stock, then the Ginsburgs shall have no nomination rights. In the event that nomination rights are forfeited in accordance with the same rights to indemnificationimmediately preceding proviso, advancement of expenses and exculpation that it provides to other Directorssuch board seats shall be filled by Independent Directors nominated mutually by the Stockholders.

Composition of the Board. (a) From and after The Board shall consist of eight members as follows: three Sodexho Designees (as defined below), two Independent Directors (as defined below), the Closing, person who is then serving as the Chief Executive Officer of SMS (subject to the terms Section 2.01(g)) and conditions of this Article II, the ZHG Designator shall have the right two New Marriott Directors (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designeedefined below). (b) If So long as Sodexho and its Affiliates own at any least 20% of the outstanding Common Stock, Sodexho shall be entitled to designate three members of the Board. At such time as Sodexho and its Affiliates own less than 20% of the ZHG Designator outstanding Common Stock, Sodexho shall be entitled to designate two members of the Board so long as either (i) Sodexho and its Affiliates own at least 10% of the outstanding Common Stock or (ii) the Royalty Agreement remains in full force and effect. At such time as Sodexho and its Affiliates own less than 10% of the outstanding Common Stock and the Royalty Agreement has designated fewer than terminated, Sodexho's right to designate members of the total number Board pursuant to this Section 2.01(b) shall terminate. Members of individuals the Board that the ZHG Designator Sodexho is then entitled to designate pursuant to this Section 2.1(a)2.01(b) shall constitute "Sodexho Designees". In the event that after the third anniversary of the date hereof the total Board does not consist of eight members, the ZHG Designator number of Board members that Sodexho shall have the right (but not the obligation) to designate such shall be adjusted as follows: (i) in lieu of three members, the lowest number of additional individuals who meet the Designee Qualifications members that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or would result Sodexho Designees representing at the direction least 37.5% of the total Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on and (ii) in lieu of two members, the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election lowest number of such additional designees, whether by increasing the size members that would result in Sodexho Designees representing at least 25% of the Board or otherwise, and (y) cause Board. Initially the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director Sodexho Designees shall be referred to herein as a “ZHG Designee”Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx xx Xxxxxx. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal A person will qualify as an "Independent Director" if he or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, she (i) is not an employee of SMS, Sodexho, New Marriott or any of their Subsidiaries, (ii) is not otherwise receiving, directly or indirectly, compensation for services that is material to such appointments shall occur immediately after such annual meetingperson from SMS, Sodexho, New Marriott or any of their Subsidiaries and (iii) is not a member of the immediate family (as defined in Item 404(a) of Regulation S-K under the Securities Act) of any person described in clauses (i) and (ii) Xxabove. Xxxxxxxx Initially, the Independent Directors shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, Doctor X. Xxxxxx and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.Xxxxxx X.

Composition of the Board. The Shareholders and the Company shall take all Necessary Action to cause the Board of Directors to be comprised of nine (a9) From directors, (A) two (2) of whom have been designated by TPG, initially Xxxxxxxxxxx Xxx and after Xxxxxx Xxxxxx and thereafter designated pursuant to Section 3.2(c) of this Agreement (each, a “TPG Director”), (B) two (2) of whom have been designated by WLRS, initially Xxxxxx X. Xxxx, Xx. and one additional director selected by WLRS and thereafter pursuant to Section 3.2(d) of this Agreement (each, a “WLRS Director”), provided that (i) subject to the Closinglast sentence of Section 3.2(d), one of the WLRS Directors shall be an “independent director” under the NASDAQ listing standards and (ii) Xxxxxx X. Xxxx, Xx. shall serve as Chairman of the Board for so long as he remains a director, (C) one (1) of whom shall be the Chief Executive Officer, initially Xxxxx Xxxxxxx, and (D) four (4) of whom shall be Unaffiliated Directors immediately following the completion of the Mergers, initially Xxx Xxxxx, Xxxxxxx Xxxxx, and the remaining directors shall be designated by WLRS prior to the Closing Date, subject to the terms and conditions consent of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a DirectorTPG, not more than one ZHG Designee at any time may to be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)unreasonably withheld conditioned or delayed. (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (ci) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of Proposed Charter Amendment to divide the Board or any duly-authorized committee thereof to fill such vacancy shall beof Directors into three classes is not approved in connection with the Mergers (the “Staggered Board Amendment”), the Shareholders and the Company shall use its reasonable best efforts take all Necessary Action to cause such vacancy the foregoing directors to be filled bydivided into the two existing classes of directors, each of which directors shall serve for staggered two-year terms as follows: (A) the class I directors shall include: one (1) TPG Director, one (1) WLRS Director and two (2) Unaffiliated Directors (one appointed by TPG and one appointed by WLRS); and (B) the class II directors shall include: one (1) TPG Director, one (1) WLRS Director, the Chief Executive Officer and two (2) Unaffiliated Directors (one appointed by TPG and one appointed by WLRS). (ii) In the event that the Staggered Board Amendment is approved in connection with the Mergers or at a new designee subsequent shareholder meeting called in accordance with Section 3.2(a), upon the effectiveness of the ZHG Designator who meets Staggered Board Amendment, the Designee Qualifications, Shareholders and the Company shall take all Necessary Action to cause the foregoing directors to be divided into three classes of directors, each of which directors shall serve for staggered three year-terms as follows: (A) the class I directors shall include: one (1) TPG Director, one (1) Unaffiliated Director and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation.Chief Executive Officer; (dB) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class II directors shall include: one (1) TPG Director, one (1) WLRS Director and one (1) Unaffiliated Director; and (C) the class III directors shall include: one (1) WLRS Director and two (2) Unaffiliated Directors. The initial term of Directors up for election at the class I directors shall expire immediately following the Company’s 2016 annual meeting of stockholders for 2019 and (y) Xxat which directors are elected. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to The initial term of the class of Directors up for election at II directors shall expire immediately following the Company’s 2017 annual meeting of stockholders for 2019; providedat which directors are elected. The initial term of the class III directors, howeverif any, that if the Closing occurs after mailing of shall expire immediately following the Company’s proxy statement relating to its 2018 annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018which directors are elected. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after the Closing, subject Subject to the terms and conditions of this Article IISection 11.11, the ZHG Designator Company shall have have, and each Party shall take all necessary actions to cause the right Company to have, a Board consisting of up to five (but not 5) Directors with the obligationcomposition as follows: (i) the Co-Founder shall be entitled to designate, appoint, remove, replace and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, reappoint two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, ; (iii) the number of individuals that the ZHG Designator Founder shall be entitled to designate to serve as Directors pursuant to this Section 2.1(adesignate, appoint, remove, replace and reappoint one (1) Director; (iii) Ant Financial shall be reduced entitled to designate, appoint, remove, replace and reappoint one (1) Director if, at any time, (the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, “Ant Financial Director”); and (iiiv) the ZHG Designator Matrix and Chuangji, collectively, shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(adesignate, appoint, remove, replace and reappoint one (1) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement Director (the “Material TermsMatrix and Chuangji Director”) in any material respect , together with the Ant Financial Director, the “Investor Directors”). The Founder and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after Co-Founder shall be the date on which either co-chairmen of the Initial ZHG Designees ceases to serve Board so long as each of the Founder and Co-Founder serves as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If Each Shareholder agrees that, if at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator it is then entitled to designate pursuant vote for the election of the Directors, it shall vote all of its Company Securities or execute proxies or written consents, as the case may be, and take all other necessary actions (including causing the Company to Section 2.1(a), the ZHG Designator shall have the right (but not the obligationcall a special meeting of members/shareholders) in order to designate such number of additional individuals who meet the Designee Qualifications ensure that the ZHG Designator composition of the Board is entitled as set forth in this Section 2.01. (c) Each of the Directors may appoint an Alternate Director from time to so designatetime to act during his absence and such Alternate Director shall be entitled, in which casewhile holding such office at such, any individuals nominated by or at the direction to receive notices of meetings of the Board or any duly-authorized committee thereof for election (if the Director who has appointed the Alternate Director is a member of such committee), and attend and vote as Directors a Director at any such meeting at which the appointing Director is not present and generally to fill any vacancy or newly created directorships on exercise all the powers, rights, duties and authorities and to perform all functions of the appointing Director. (d) Each of Lotus, Falcon, Gobi, Didi, Nikkei, Nova Compass, Tianhong and Xiaomi shall be entitled to appoint one (1) observer (each an “Observer”) to attend all meetings of the Board shall include and any Board committees that are formed from time to time so long as such designeesentity owns any Company Securities, in each case in a non-voting observer capacity, and the Company shall use its best efforts provide such Observer, concurrently in the same manner as distributed to (x) effect the election of such additional designeesDirectors, whether by increasing the size other voting members of the Board or otherwise, and (y) cause the election members of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation committees of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating copies of all meetings notices, agendas, board materials, information, draft resolutions, minutes, proposed actions by written consent and other communications so distributed, provided, that such individual Observer shall agree to be elected as hold in confidence and trust and to act in a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directorsfiduciary manner with respect to all information provided. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after Pre-IPO. The Board of Directors of the ClosingCompany (the "Board") shall, subject in accordance with the provisions of the Restated Articles, be comprised of no more than twenty members. Prior to an IPO: (i) So long as Beacon holds (x) 51% or more of the number of shares of Series D Preferred purchased by Beacon pursuant to the terms and conditions Purchase Agreement or (y) 5% or more of this Article IIthe Common Stock (the "Pre-IPO Threshold"), the ZHG Designator Beacon shall have the right (but not to designate two persons to serve as members of the obligation) to designateBoard, and in all other cases, the individuals nominated holders of a majority of the outstanding shares of Series D Preferred, including, for election the purposes of this clause (i) holders of shares of Class C Common Stock into which shares of Series D Preferred have been converted, shall have the right to designate two persons to serve as Directors by or at the direction members of the Board or (each, a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a"Beacon Director"), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and ; (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership holders of a majority of the ZHG Entities is less than ten percent (10%) of the total number of outstanding shares of Class A Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled six persons to so designate, in which case, any individuals nominated by or at the direction serve as members of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019Board; provided, however, that if the Closing occurs after mailing holders of the Company’s proxy statement relating outstanding shares of Class A Common Stock hereby agree to its annual meeting designate each of stockholders the Senior Management Shareholders as three of the six members of the Board to be elected by the holders of a majority of the outstanding Class A Common Stock for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d)as long as, in connection each such Senior Management Shareholder's case, his employment agreement with an election the Company is in full force and effect. Each Senior Management Shareholder shall offer to resign as a member of Directors by the stockholders Board immediately upon termination of his employment with the Company, and the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date holders of the meeting Class A Common Stock agree to remove from the Board any Senior Management Shareholder who is no longer employed by the Company; (iii) the holders of stockholders a majority of the Company called outstanding shares of Class B Common Stock shall have the right to designate eight persons to serve as members of the Board (the "Class B Directors"); (iv) the holders of a majority of the outstanding shares of Series A Preferred, including, for the purpose purposes of electing Directors. So long as an individual designated by this clause (iv) shares of Class C Common Stock into which shares of Series A Preferred have been converted, shall have the ZHG Designator pursuant right to this Section 2.1 meets the Designee Qualifications, the Company shall, designate one person to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity serve as a member of the Board; (v) with the same rights holders of a majority of the outstanding shares of Series B Preferred, including, for the purposes of this clause (v) shares of Class C Common Stock into which shares of Series B Preferred have been converted, shall have the right to indemnificationdesignate one person to serve as a member of the Board; and (vi) the holders of a majority of the outstanding shares of Series C Preferred, advancement including, for the purposes of expenses and exculpation that it provides this clause (vi) shares of Class C Common Stock into which shares of Series C Preferred have been converted, shall have the right to other Directorsdesignate two persons to serve as members of the Board.

Composition of the Board. (a) From and after the ClosingEffective Date, subject to the terms and conditions of this Article II, the ZHG Designator Sxxxxxxx Majority shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee Committee thereof shall include, two four (24) individuals that who meet the Designee Qualifications to serve as Directors. Each such individual whom the Sxxxxxxx Majority shall actually designate pursuant to this Section 2.1 shall be referred to herein as a “Sxxxxxxx Designee.” The initial Sxxxxxxx Designees shall be mutually agreed by the Company and the Sxxxxxxx Majority, and any replacement Sxxxxxxx Designees shall require the approval (not to be unreasonably withheld) of a majority of the non-Sxxxxxxx Designee Directors (the “Approval Requirement”). Subject to Section 2.1(d), if any replacement Sxxxxxxx Designee does not satisfy the Approval Requirement, the Sxxxxxxx Majority shall have the right to designate another individual as the replacement Sxxxxxxx Designee (which process may be repeated, subject to Section 2.1(d), until such time as the replacement Sxxxxxxx Designee satisfies the Approval Requirement). (b) Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be Sxxxxxxx Majority is entitled to designate to serve as Directors pursuant to this Section 2.1(a) 2.1 shall be permanently reduced to to: (i) two (2) Directors if, at any time, the Sxxxxxxx Stockholders, in the aggregate, Beneficially Own at least 20% of the Outstanding Shares but less than 25% of the Outstanding Shares; (ii) one (1) Director if, at any time, the aggregate Total Share Ownership Sxxxxxxx Stockholders, in the aggregate, Beneficially Own at least 10% of the ZHG Entities is Outstanding Shares but less than twenty percent (20%) % of the total Outstanding Shares; and (iii) no Directors if, at any time, the Sxxxxxxx Stockholders, in the aggregate, Beneficially Own less than 10% of the Outstanding Shares. Any step-down reductions in the number of shares of Common Stock outstanding, and (ii) individuals that the ZHG Designator shall not be Sxxxxxxx Majority is entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities immediately preceding sentence is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (referred to in either case hereinafter as the “Material TermsBoard Stepdown.”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Sxxxxxxx Designee, except in the case of vacancy resulting from, or related to, the Board Stepdown, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee Committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of Sxxxxxxx Designee who has satisfied the ZHG Designator who Approval Requirement and meets the applicable Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. The Company will use its reasonable best efforts not to take any action to oppose the exercise by the Sxxxxxxx Stockholders of any right such Sxxxxxxx Stockholders may have to cause the resignation of a Sxxxxxxx Designee. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in In connection with an election of Directors by the stockholders of the Company, the ZHG Designator Sxxxxxxx Majority shall identify its designees the Sxxxxxxx Designee or Sxxxxxx Designees by written notice to the Company no less than ninety one hundred twenty (90120) days prior to the date of the meeting of stockholders of the Company to be called for the purpose of electing Directors. So long as an individual designated by a Sxxxxxxx Designee meets, and continues to meet at each time of re-election, the ZHG Designator pursuant to this Section 2.1 meets the applicable Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual Sxxxxxxx Designee in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual Sxxxxxxx Designee to the Board, including nominating such individual Sxxxxxxx Designee to be elected as a Director as provided herein, recommending such individualSxxxxxx Xxxxxxxx’s election, election and soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (fe) The Company shall at all times provide each ZHG Sxxxxxxx Designee appointed or elected to the Board (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses indemnification and exculpation that it provides to other Directors. In addition, in his or her capacity as a member of the Board or any applicable Committee on which he or she formally serves as a member, such Sxxxxxxx Designee shall be entitled to receive (i) any and all applicable Director and Committee fees and compensation that are payable to the Company’s non-employee Directors as part of the Company’s director compensation plan, and (ii) reimbursement of all reasonable, documented out-of-pocket expenses that he or she incurs in connection with performing Board and any applicable Committee duties in accordance with the Company’s expense reimbursement policy applicable to non-employee Directors.

Composition of the Board. 4.1.1. The Board shall comprise of a maximum of 3 (athree) From and after Directors, unless otherwise agreed by the Closing, subject Investor. 4.1.2. The Promoter shall be entitled to the terms and conditions of this Article II, the ZHG Designator shall have the right nominate 1 (but not the obligationone) to designate, and the individuals nominated for election as Directors by or at the direction of Director on the Board or a duly-authorized committee thereof shall include, two until the Promoter holds any Security (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a“Promoter Director”), but subject to the proviso set forth in Section 2.6, provided that (i) the number of individuals that the ZHG Designator Promoter shall be entitled to designate to serve remain on the Board so long as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership he is an employee of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, Company; and (ii) nomination of any individual, other than the ZHG Designator Promoter as Promoter Director will require Investor Consent. 4.1.3. The Investor shall be entitled to nominate 2 (two) Directors (each an “Investor Director(s)”) on the Board. 4.1.4. The Directors shall not be entitled required to designate hold any individuals to serve as Directors pursuant to this Section 2.1(a) ifqualification shares. 4.1.5. Till such time that the Promoter is the employee, at any time, (A) the aggregate Total Share Ownership Promoter shall be a whole- time Director and the Chief Executive Officer of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not authority and responsibility to run the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any dulyday-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, to-day management and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders operations of the Company, in accordance with the ZHG Designator Business Plan and this Agreement. Other than the Promoter, all other Directors shall identify its designees by written notice to be non-executive Directors and shall not be responsible for the Company no less than ninety (90) days prior to the date day-to-day management of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of DirectorsCompany. (f) 4.1.6. The Company shall at all times provide each ZHG Designee maintain directors and officers liability insurance policy, for all the Directors of the Company for such amount as may be approved by the Investor, from time to time and shall indemnify its Director(s) to the extent permissible under Laws. 4.1.7. The Company further agrees and undertakes that: (i) it shall not identify or designate any of the Investor Directors as the “responsible officers”, the “authorised officers”, the “compliance officers”, the “officers having knowledge”, the “officers in his charge”, “officers in default” or “employers of the employees” for the purposes of various statutory and regulatory compliance under Laws; and (ii) shall appoint suitable persons for the purposes of various statutory and regulatory compliance under Laws. In the event that any notice or proceedings have been filed against the Investor Directors by reason of him/her capacity being included within the scope of “officer in default”, the Company shall take necessary steps to ensure that the name(s) of the Investor Directors are excluded/deleted and shall take steps to defend against such proceedings. 4.1.8. Subject to applicable Law, the Company shall indemnify the Directors against any act, omission or conduct (including, contravention of any Law) of or by the Company, its officials, employees, managers, representatives or agents, or the Shareholders, as a member result of which, in whole or in part, the Directors are made party to, or otherwise incurs any loss pursuant to or in connection with any action, suit, claim or proceeding arising out of or relating to any such act, omission or conduct or any act or omission by the Directors at the request of or with the consent of the Board) Company, its officials, employees, managers, representatives or agents or the Shareholders or on account of the Directors being construed or deemed as an “officer in charge” under any Laws. Notwithstanding the foregoing, the Promoter Director shall not be entitled to claim indemnity under this Clause 4.1.8 for any action, suit, claim or proceeding arising out of or relating to any such act, omission or conduct undertaken by it, or with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directorshis consent.

Composition of the Board. (a) From and after Following the Closing, subject to consummation of the terms and conditions of this Article IIFirst Public Offering, the ZHG Designator Board shall have the right (but not the obligation) to designateconsist of seven directors, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, whom: (i) three directors (at least one of whom must be an Independent Director upon and following the 90th day following consummation of the First Public Offering) will be designated by the Quadrangle Entities; which number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1x) Director if, at any time, two directors (none of whom must be an Independent Director) if the aggregate Total Share Aggregate Ownership of the ZHG Quadrangle Entities is less than twenty percent 20% but equal to or greater than 10%, (20%y) of the total number of shares of Common Stock outstanding, and one director (ii) the ZHG Designator shall who need not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(aan Independent Director) if, at any time, (A) if the aggregate Total Share Aggregate Ownership of the ZHG Quadrangle Entities is less than ten percent 10% but greater than or equal to 5% and (10%z) zero directors if the Aggregate Ownership of the total number Quadrangle Entities is less than 5%; (ii) three directors (at least one of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall whom must be an Independent ZHG Designee, unless otherwise determined Director upon and following consummation of the First Public Offering) will be designated by the CVC Entities; which number shall be reduced to (x) two directors (none of whom must be an Independent Director) if the Aggregate Ownership of the CVC Entities is less than 20% but equal to or greater than 10%, (y) one director (who need not be an Independent Director) if the Aggregate Ownership of the CVC Entities is less than 10% but greater than or equal to 5% and (z) zero directors if the Aggregate Ownership of the Quadrangle Entities is less than 5%; and (iii) one director will be the chief executive officer of the Company for so long as he or she is employed by the Company. Prior to the first anniversary of the First Public Offering (or earlier if requested by CVC Equity), the Board (excluding any ZHG Designee)shall be expanded to eight members to include an additional Independent Director designated jointly by the Quadrangle Entities and the CVC Entities. (b) If at any time Each Shareholder entitled to vote for the ZHG Designator has designated fewer than election of directors to the total number Board agrees that it will vote its Company Common Shares or execute written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of individuals Shareholders) in order to ensure that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction composition of the Board or any duly-authorized committee thereof for election is as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to set forth in this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”‎Section 2.01. (c) In The Company agrees to cause each individual designated pursuant to ‎Section 2.01(a) or ‎2.03 to be nominated to serve as a director on the event that Board, and to take all other necessary actions (including calling a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction special meeting of the Board or any duly-authorized committee thereof and/or shareholders) to fill such vacancy shall be, and ensure that the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee composition of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same is as soon as possible following such designationset forth in this ‎Section 2.01. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after The authorized number of Directors comprising the ClosingBoard shall be twelve, subject divided into three classes as provided in the Restated Charter. (b) The persons to the terms and conditions of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals be nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve be designated as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, follows: (i) the number R Parties shall initially have the right to designate three R Directors to be nominated for election (each of individuals that the ZHG Designator whom shall be entitled assigned to designate to serve a different class of directors, as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director ifdesignated by the R Parties), at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of and the total number of shares of Common Stock outstanding, R Directors that the R Parties are entitled to so designate shall be subsequently adjusted from time to time pursuant to paragraphs (c) and (f) below; (ii) TD shall initially have the ZHG Designator shall not be entitled right to designate any individuals five TD Directors to serve be nominated for election (one of whom shall be a Class I Director, two of whom shall be Class II Directors and two of whom shall be Class III Directors, as Directors pursuant to this Section 2.1(a) ifdesignated by TD), at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of and the total number of shares of Common Stock outstanding or TD Directors that TD is entitled to so designate shall be subsequently adjusted from time to time pursuant to paragraphs (Bd) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement and (g) below; (iii) the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either individual then serving as chief executive officer of the Initial ZHG Designees ceases to serve Company, for so long as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee such individual holds such position (who shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designeea Class I Director).; and (biv) If at any time the ZHG Designator has initially, three Outside Independent Directors designated fewer than the total in accordance with Section 4.2(a) and thereafter, a number of individuals that the ZHG Designator is then entitled Outside Independent Directors equal to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate three plus such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is Outside Independent Directors, if any, entitled to so designatebe designated from time to time pursuant to paragraphs (f) and (g) below (after giving effect to any reductions in such number of additional Outside Independent Directors required by paragraphs (f)(iv) or (g)(iv) below), in which case, any individuals nominated by each case designated or at the direction of the Board or any duly-authorized committee thereof for election appointed as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this provided in Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”4.2. (c) If, as of the Ownership Date, the R Parties’ Ownership Percentage is not at least 20.83%, and the number of R Directors has not already been adjusted, as of the Ownership Date, to a number less than three pursuant to paragraph (f), then one R Director (as selected by the R Parties) shall resign from the Board, and the resulting vacancy shall be filled by an Outside Independent Director in accordance with Section 4.2(c), in each case effective as of immediately prior to the following annual meeting of stockholders of the Company. In the event that a vacancy is created at any time by such R Director fails to deliver his or her resignation as required pursuant to this Section 4.1(c), the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy parties hereto shall be, and the Company shall use its reasonable best efforts take all necessary action to cause such vacancy Director to be filled by, a new designee of removed from the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designationBoard. (d) The Company If, as of the Ownership Date, TD’s Ownership Percentage is not at least 37.5%, and the Board shall takenumber of TD Directors has not already been adjusted, as of the Ownership Date, to a number less than five pursuant to paragraph (g), then one of the fullest extent permitted TD Directors (as selected by LawTD) shall resign from the Board, all actions necessaryand the resulting vacancy shall be filled by an Outside Independent Director in accordance with Section 4.2(c), including increasing the Total Number in each case effective as of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed immediately prior to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s following annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating . In the event that such TD Director fails to its annual meeting of stockholders for 2017deliver his or her resignation as required pursuant to this Section 4.1(d), (i) the parties hereto shall take all necessary action to cause such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall Director to be appointed to removed from the class of Directors up for election at the Company’s annual meeting of stockholders for 2018Board. (e) For Following the Ownership Date the number of R Directors shall be reduced only in accordance with paragraph (f) below, and the number of TD Directors shall be reduced only in accordance with paragraph (g) below. (f) (i) If from time to time following the Closing, the R Parties’ Ownership Percentage decreases from one R Party Ownership Level (as specified below) to another as a result of Transfers of Voting Securities by the R Parties or any designation pursuant of their respective Affiliates, and the R Parties’ Ownership Percentage remains, for at least 30 consecutive days, at an R Party Ownership Level such that the number of R Directors then serving on the Board exceeds the number of R Directors set forth opposite the R Party Ownership Level which represents the R Parties’ Ownership Percentage at the end of such 30-day period, then the number of R Directors shall be reduced to this Section 2.1 that occurs the total number set forth opposite the R Party Ownership Level which represents the R Parties’ Ownership Percentage at the end of such 30-day period. (ii) If from time to time after the Closing, after the Company’s annual meeting R Parties’ Ownership Percentage decreases from one R Party Ownership Level to another as a result of stockholders for 2017share issuances by the Company or other actions or events other than Transfers of Voting Securities by the R Parties or any of their respective Affiliates and the R Parties do not comply with paragraph (h) below, and after then if at the appointments contemplated applicable anniversary date as of which the R Parties failed to be in compliance with the requirements of paragraph (h) the number of R Directors then serving on the Board exceeds the number of R Directors set forth opposite the R Party Ownership Level which represents the R Parties’ Ownership Percentage as of such anniversary date, then the number of R Directors shall be reduced to the total number shown below opposite the R Party Ownership Level which represents the R Parties’ Ownership Percentage as of such anniversary date. (iii) Any reduction in the number of R Directors required by paragraphs (i) or (ii) above will be accomplished by the resignation or removal of one or more of the R Directors (as designated by the R Parties), effective (except as provided in Section 2.1(d6.3(a), in connection with an election ) as of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days immediately prior to the date of the following annual meeting of stockholders of the Company called (unless and to the extent that, prior to the date of such annual meeting, the number of R Directors entitled to be designated is increased pursuant to paragraph (iv) below). Any vacancy resulting from such reduction in the number of R Directors shall be filled by an Outside Independent Director in accordance with Section 4.2(c). (iv) If from time to time following the Closing and one or more reductions in the number of R Directors pursuant to paragraphs (c), (f)(i) or (f)(ii) above, the R Parties’ Ownership Percentage increases from one R Party Ownership Level to another and the R Parties’ Ownership Percentage remains, for at least 30 consecutive days, at an R Party Ownership Level such that the purpose number of electing DirectorsR Directors then serving on the Board is less than the number of R Directors set forth opposite the R Party Ownership Level which represents the R Parties’ Ownership Percentage at the end of such 30-day period, the number of R Directors shall be increased to the total number shown below opposite the R Party Ownership Level which represents the R Parties’ Ownership Percentage at the end of such 30-day period. So long This increase will be accomplished by the resignation or removal of one or more of the Outside Independent Directors (as selected by the Outside Independent Directors Committee), and the resulting vacancy shall be filled by an individual R Director designated by a majority of the ZHG Designator pursuant to this Section 2.1 meets remaining R Directors or the Designee Qualificationssole remaining R Director (or, if there are no remaining R Directors, by the Company shallR Parties), in each case effective as of immediately prior to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any following annual meeting of stockholders called for of the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of DirectorsCompany. (fv) The Company For purposes of this Agreement, the “R Party Ownership Levels” shall at all times provide each ZHG Designee be as follows: Greater than 20.83% 3 Greater than 12.50% to 20.83% 2 Greater than 4.17% to 12.50% 1 4.17% or less 0 (in his or her capacity g) (i) If from time to time following the Closing, TD’s Ownership Percentage decreases from one TD Ownership Level (as specified below) to another as a member result of Transfers of Voting Securities by TD or any of its Affiliates, and TD’s Ownership Percentage remains, for at least 30 consecutive days, at a TD Ownership Level such that the Board) with number of TD Directors then serving on the same rights Board exceeds the number of TD Directors set forth opposite the TD Ownership Level which represents TD’s Ownership Percentage at the end of such 30-day period, then the number of TD Directors shall be reduced to indemnification, advancement the total number set forth opposite the TD Ownership Level which represents TD’s Ownership Percentage at the end of expenses and exculpation that it provides to other Directorssuch 30-day period.

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions of this Article The Board shall be designated as follows: (i) Xxxx Capital Integral Investors II, the ZHG Designator L.P. shall have the right to appoint two directors (but not the obligation“Bain Fund Designees”) to designateand initially shall appoint one director, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator who shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, and Xxxx Xxxxxxxxxxx; (ii) DLJMB shall have the ZHG Designator shall not be entitled right to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement appoint two directors (the “Material TermsDLJMB Fund Designees”) in any material respect and initially shall appoint one director, who shall be Xxxxx Xxxxxxxxxxx; (iii) X.X. Xxxxxx Partners Global Investors, LP shall have the right to appoint one director, who shall initially be Xxxxxxx Xxxxxx, and, subject to Section 2.01(b) below, X.X. Xxxxxx Partners Global Investors (Selldown), L.P., shall have the right to appoint one director (such breach continues after written notice from directors collectively referred to herein as the “JPMP Fund Designees”); (iv) Xxxxxx X. Xxx (Alternative) Fund V, L.P. shall have the right to appoint one director, who shall initially be Xxxx Xxxxxxxx, and Xxxxxx X. Xxx Parallel (Alternative) Fund V, L.P. shall have the right to appoint one director (such directors collectively referred to herein as the “THL Fund Designees” and, together with the Bain Fund Designees, the DLJMB Fund Designees and the JPMP Fund Designees, the “Sponsor Designees”); and (v) the Chief Executive Officer of the Company (the “CEO Director”), who shall initially be Xxxxx Xxxxxxxxxxxxx. (vi) Each Sponsor agrees that it shall cooperate and coordinate with all other Sponsors with respect to the timing of any appointment of a thirty Sponsor Designee that is not initially appointed pursuant to Sections 2.01(a)(i) – (30iv) day above such that all Sponsors will have the opportunity to cure. From and after maintain the date same proportionate representation on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)after such additional appointments as compared to immediately before such additional appointments. (b) If In the event that any Sponsor ceases to own at any time least 50% of such Sponsor’s Initial Shares but continues to own at least 25% of such Sponsor’s Initial Shares, such Sponsor shall no longer have the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled right to designate pursuant to Section 2.1(a), the ZHG Designator appoint two Sponsor Designees and shall have the right (but not the obligation) to designate such number of additional individuals who meet the appoint only one Sponsor Designee Qualifications that the ZHG Designator is entitled to so designateand, in which case, the event that any individuals nominated by or Sponsor ceases to own at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election least 25% of such additional designeesSponsor’s Initial Shares, whether by increasing such Sponsor shall no longer have the size of the Board or otherwise, and (y) cause the election of such additional designees right to fill appoint any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”Sponsor Designees. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction A quorum of the Board or any duly-authorized committee thereof to fill such vacancy shall be, consist of a majority of the members of the Board and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, presence of at least one Sponsor Designee of a new designee majority of the ZHG Designator who meets Sponsors that have the Designee Qualifications, and the Company and right to designate two (2) Sponsor Designees to the Board shall take, pursuant to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designationthis Section 2.01. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, In accordance with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx XxxxxxxBye-Laws, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing there shall be no chairman of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018Board. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company Each Shareholder shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called time it is then entitled to vote for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual directors to the Board, including nominating such individual vote all of its Group Equity Securities that are entitled to be elected as a Director as provided herein, recommending such individual’s election, soliciting vote or execute proxies or consents written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Shareholders) in favor thereoforder to ensure that the composition of the Board is as set forth in Sections 2.01, and2.02 and 2.03. Each Shareholder hereby grants to each Sponsor constituting the Sponsor Majority an irrevocable proxy coupled with an interest to vote, if necessaryincluding in any action by written consent, increasing the Total Number of Directorssuch Shareholder’s Group Equity Securities in accordance with such Shareholder’s agreements contained in this Section 2.01(e). (f) The Company shall at all times provide cause each ZHG Sponsor Designee (in his or her capacity to be nominated to serve as a member director on the Board, and to take all other necessary actions (including calling a special meeting of the BoardBoard and/or Shareholders) to ensure that the composition of the Board is as set forth in Sections 2.01, 2.02 and 2.03. (g) The Shareholders shall negotiate in good faith such changes to the composition of the members of the Board as may be necessary for the appointment of independent directors to the extent required in order to comply with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directorsapplicable securities laws.

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions The initial authorized number of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of Managers on the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) five (5). FX’s initial Manager shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstanding, Jxxxx Xxxxx and (ii) the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee LMC’s initial Manager shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)Exxxxx Xxxxxxxxx. (b) If The number of Managers serving on the Board at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled shall be adjusted from time to designate pursuant to time in accordance with Section 2.1(a5.2(c), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator Manager shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the hold office until his or her death, disability, retirement, removal resignation or resignation removal. (c) Each Member shall take all necessary action to effectuate fully the provisions in this Section 5.2 to ensure that the Board consists of any ZHG Designeethe Managers that are duly designated, any individual nominated elected or appointed in accordance with this Section 5.2, including by or at promptly calling and/or voting, as the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall case may be, and the Company shall use its reasonable best efforts to cause in any annual or special meetings or promptly participating in an action by written consent such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and that the Board shall takebe composed as follows: (i) Each initial Member shall be entitled to appoint a number of Managers equal to the total number of Managers multiplied by its Ownership Percentage, round up or down, as applicable, to the fullest extent permitted by Law, nearest whole number. If at any time LMC owns less than 20% but 10% or more of the Ownership Percentages, then LMC shall be entitled to designate a board observer who shall be entitled to notice of all meetings and from time to time, distributions of all actions necessary to accomplish materials in the same manner and at the same time as soon such notices and materials are provided to the Managers, and shall be entitled to attend all meetings of Managers (but not to vote on any matters thereat). (ii) If at any point the number of Managers that a Member is entitled to appoint is reduced pursuant to the preceding, the other Member may remove as possible following a Manager the appropriate number of such designationMember Manager(s) and fill the vacancy or vacancies caused by such removal. (d) The Company and Subject to Section 5.2(c), the removal of any Manager from the Board shall take, may be effected only by the Member entitled to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) appoint such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018Manager. (e) For If any designation Manager ceases to serve as a member of the Board during such Manager’s term of office by reason of death, disability, resignation or removal, the resulting vacancy on the Board shall be filled by the Member entitled to appoint such Manager pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d5.2(c), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company Managers (including the Chairperson) shall at not be compensated for their services as members of the Board. Each Member shall be solely responsible for all times provide out-of-pocket fees and expenses incurred by the Managers appointed by such Member in connection with their service on the Board, including, in each ZHG Designee case, attending any meeting of the Board. (g) FX shall be entitled to designate one (1) of its Manager appointees to serve as Chairperson of the Board (the “Chairperson”). The Chairperson’s duties shall be strictly limited to convening meetings of the Board and establishing meeting agendas. The Chairperson shall not in his this capacity have the authority contractually or her legally to bind the Company. The Chairperson shall not be entitled to vote on any matter submitted to the Board, other than in such individual’s capacity as a member Manager and, for the avoidance of doubt, the Chairperson shall not have a casting vote to break any tie among the Managers that may arise on matters submitted to a vote of the Board. (h) with A Member shall be entitled to appoint a number of Managers to any committee of the same rights Board formed by the Board in proportion to indemnificationthe number of Managers such Member is entitled to appoint to the Board; provided, advancement that absent a specific grant of expenses authority from the Board, no committee of the Board shall have any authority to bind the Board or the Company and exculpation that it provides no act of any committee shall be deemed to other Directorsbe the act of the Board.

Composition of the Board. (a) From and after the ClosingEffective Date, subject to the terms and conditions of this Article II, the ZHG Designator Xxxxxxxx Majority shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee Committee thereof shall include, two four (24) individuals that who meet the Designee Qualifications to serve as Directors. Each such individual whom the Xxxxxxxx Majority shall actually designate pursuant to this Section 2.1 shall be referred to herein as a “Xxxxxxxx Designee.” The initial Xxxxxxxx Designees shall be mutually agreed by the Company and the Xxxxxxxx Majority, and any replacement Xxxxxxxx Designees shall require the approval (not to be unreasonably withheld) of a majority of the non-Xxxxxxxx Designee Directors (the “Approval Requirement”). Subject to Section 2.1(d), if any replacement Xxxxxxxx Designee does not satisfy the Approval Requirement, the Xxxxxxxx Majority shall have the right to designate another individual as the replacement Xxxxxxxx Designee (which process may be repeated, subject to Section 2.1(d), until such time as the replacement Xxxxxxxx Designee satisfies the Approval Requirement). (b) Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be Xxxxxxxx Majority is entitled to designate to serve as Directors pursuant to this Section 2.1(a) 2.1 shall be permanently reduced to to: (i) two (2) Directors if, at any time, the Xxxxxxxx Stockholders, in the aggregate, Beneficially Own at least 20% of the Outstanding Shares but less than 25% of the Outstanding Shares; (ii) one (1) Director if, at any time, the aggregate Total Share Ownership Xxxxxxxx Stockholders, in the aggregate, Beneficially Own at least 10% of the ZHG Entities is Outstanding Shares but less than twenty percent (20%) % of the total Outstanding Shares; and (iii) no Directors if, at any time, the Stephens Stockholders, in the aggregate, Beneficially Own less than 10% of the Outstanding Shares. Any step-down reductions in the number of shares of Common Stock outstanding, and (ii) individuals that the ZHG Designator shall not be Xxxxxxxx Majority is entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities immediately preceding sentence is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (referred to in either case hereinafter as the “Material TermsBoard Stepdown.”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee). (b) If at any time the ZHG Designator has designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Xxxxxxxx Designee, except in the case of vacancy resulting from, or related to, the Board Stepdown, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee Committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of Xxxxxxxx Designee who has satisfied the ZHG Designator who Approval Requirement and meets the applicable Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. The Company will use its reasonable best efforts not to take any action to oppose the exercise by the Xxxxxxxx Stockholders of any right such Xxxxxxxx Stockholders may have to cause the resignation of a Xxxxxxxx Designee. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in In connection with an election of Directors by the stockholders of the Company, the ZHG Designator Xxxxxxxx Majority shall identify its designees the Xxxxxxxx Designee or Xxxxxxx Designees by written notice to the Company no less than ninety one hundred twenty (90120) days prior to the date of the meeting of stockholders of the Company to be called for the purpose of electing Directors. So long as an individual designated by a Xxxxxxxx Designee meets, and continues to meet at each time of re-election, the ZHG Designator pursuant to this Section 2.1 meets the applicable Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual Xxxxxxxx Designee in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual Xxxxxxxx Designee to the Board, including nominating such individual Xxxxxxxx Designee to be elected as a Director as provided herein, recommending such individualXxxxxxx Xxxxxxxx’s election, election and soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (fe) The Company shall at all times provide each ZHG Xxxxxxxx Designee appointed or elected to the Board (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses indemnification and exculpation that it provides to other Directors. In addition, in his or her capacity as a member of the Board or any applicable Committee on which he or she formally serves as a member, such Xxxxxxxx Designee shall be entitled to receive (i) any and all applicable Director and Committee fees and compensation that are payable to the Company’s non-employee Directors as part of the Company’s director compensation plan, and (ii) reimbursement of all reasonable, documented out-of-pocket expenses that he or she incurs in connection with performing Board and any applicable Committee duties in accordance with the Company’s expense reimbursement policy applicable to non-employee Directors.

Composition of the Board. (a) From and after Effective as of the Closing, subject to the terms and conditions of this Article IIEffective Time, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as authorized number of Directors by or at the direction of comprising the Board or a duly-authorized committee thereof shall includeinitially be 10, two (2) individuals that meet divided into three classes as provided in the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a)Charter, but subject to the proviso set forth in Section 2.6, consisting of: (i) three (3) individuals selected by the number Board prior to the filing date of individuals that the ZHG Designator definitive Proxy Statement (as such term is defined in the Merger Agreement) to occupy one seat in each of the three classes (the "C Co Directors"); (ii) the individual then serving as the Chief Executive Officer of the Company, for so long as such individual holds such position (who shall be entitled a Class 2 Director); (iii) four (4) individuals designated by F Co Parent prior to designate to serve as Directors pursuant to this Section 2.1(a) the expected filing date of the definitive Proxy Statement, one of whom shall be reduced to Xxxxxxx X. Xxxxx, XX (the "F Co Parent Directors"), with Xx. Xxxxx and one (1) other F Co Parent Director ifto be Class 1 Directors, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent one (20%1) of the total number of shares of Common Stock outstandingF Co Parent Director to be a Class 2 Director, and one (ii1) F Co Parent Director to be a Class 3 Director; (iv) one (1) individual designated by Xxxxxx X. Xxx Parallel Fund V, L.P. (the ZHG Designator shall not be entitled to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time"THL Director"), (Awho shall be a Class 1 Director), who shall initially be Xxxxxx X. Xxxxxxx and who shall be such director so long as he is a principal of THL (or equivalent or higher ranking employee of THL), provided that any director replacing the initial THL Director shall always be an individual who is a principal of THL (or equivalent or higher ranking employee of THL); and (v) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent one (10%1) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article IIIindividual designated by TPG Partners IV, Section 4.1, Section 4.3 or Section 4.6 of this Agreement L.P. (the “Material Terms”) in "TPG Director"), (who shall be a Class 3 Director), who shall initially be Xxxxxxxx Xxxxxx and who shall be such director so long as he is a principal of TPG (or equivalent or higher ranking employee of TPG), provided that any material respect and such breach continues after written notice from director replacing the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may initial TPG Directors shall always be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board individual who is a principal of TPG (excluding any ZHG Designeeor equivalent or higher ranking employee of TPG). (b) If at any time The Company and F Co Parent shall each provide written notice to the ZHG Designator has other, not less than 5 Business Days prior to the expected filing date of the definitive Proxy Statement of the individuals who shall be designated fewer than as the total number of individuals that initial three C Co Directors and the ZHG Designator is then entitled to designate four F Co Parent Directors pursuant to Section 2.1(a5.4(a), provided, however, that if either the ZHG Designator Company or F Co Parent has not selected their respective nominees by such date, then notwithstanding the foregoing, the Company or F Co Parent, as the case may be, shall have instead provide such notice at least 5 Business Days prior to the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction expected date of the Board Closing (or any duly-authorized committee thereof if such period of notice is not practicable under the circumstances because an individual who has been so designated is no longer available for election such service, such prior notice as Directors to fill any vacancy or newly created directorships on the Board shall include such designeesis practicable), and the Company shall use its best efforts to (x) effect the election of such additional designeesprovided, whether by increasing the size further that designation of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director initial C Co Directors shall be referred subject to herein as a “ZHG Designee”the prior written consent of F Co Parent, which consent shall not be unreasonably withheld. (c) In Except as provided in Section 5.4(d), the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction size and composition of the Board or any duly-authorized committee thereof to fill such vacancy shall be, may thereafter be changed as permitted by and in accordance with applicable law and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, Charter and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019Bylaws; provided, however, that if none of F Co Parent or its Affiliates shall vote its shares or otherwise act to remove any person serving as a C Co Director prior to expiration of such Director's term other than for cause. (d) Following the Closing occurs after mailing Effective Time, the Board shall include (i) the individual then serving as the Chief Executive Officer of the Company’s proxy statement relating to its annual meeting of stockholders , for 2017so long as such individual holds such position, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed the F Co Parent Directors, for so long as F Co Parent remains a party to this Agreement; (iii) the class THL Director, for so long as THL owns at least one-third (33%) of the Voting Securities held by it immediately after the Effective Time (subject to adjustment for stock splits, combinations and similar events); (iv) the TPG Director, for so long as TPG owns at least one-third (33%) of the Voting Securities held by it immediately after the Effective Time (subject to adjustment for stock splits, combinations and similar events); and (v) such number of Independent Directors up for election as is necessary to have in office at the Company’s annual meeting of stockholders for 2018all times not less than three (3) Independent Directors. (e) For any designation pursuant Subject to this Section 2.1 that occurs after subsection (d) above and until such time as such Committees must be comprised entirely of Independent Directors in accordance with the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders listing standards of the CompanyNew York Stock Exchange, the ZHG Designator Compensation Committee of the Board shall identify its designees by written notice to include one of either the Company no less than ninety THL Director and the TPG Director. The THL Director and TPG Director shall rotate their position on the Compensation Committee each year. (90f) days No party shall designate a Director (i) who has been removed for cause from the Board, (ii) has ever been convicted of a felony, or (iii) is or, within 10 years prior to the date of the meeting designation, has been subject to any permanent injunction for violation of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies federal or consents in favor thereof, and, if necessary, increasing the Total Number of Directorsstate securities law. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions The Board shall consist of this Article II, the ZHG Designator shall have the right (but not the obligation) to designate, and the individuals nominated for election as Directors by or at the direction seven directors of the Board or a duly-authorized committee thereof shall include, two (2) individuals that meet the Designee Qualifications to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, whom (i) four will be designated by DLJMB in its sole discretion, (ii) one will be Xxxxxx X. Xxxxxxx for so long as he is employed by the Company, (iii) one will be designated by CVC as long as at the close of business on the Business Day immediately preceding such designation, the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership Common Shares held by CVC is more than 10% of the ZHG Entities is less than twenty percent outstanding Common Shares on a Fully Diluted basis and (20%iv) one will be designated by DLJMB but shall not be either an "Affiliate" or an "Associate" (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of the total DLJ Entities or the Other Stockholders (the "Independent Director") and shall be designated by DLJMB after consultation with the Other Stockholders. On the Closing Date, the initial Board shall be Xxxxxxxx Xxxx, Xxxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxxx and, shortly after the Closing Date, Xxxxx Xxxx. DLJMB shall be permitted to increase the number of shares of Common Stock outstanding, directors who serve on the Board from seven to eight and (ii) the ZHG Designator DLJMB shall not be entitled permitted to designate any individuals to serve as Directors pursuant to this Section 2.1(a) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee shall be an Independent ZHG Designee, unless otherwise determined by the Board (excluding any ZHG Designee)eighth director. (b) If at any time Each Stockholder entitled to vote for the ZHG Designator has designated fewer than election of directors to the total number Board agrees that it will vote its Shares or execute written consents, as the case may be, and take all other necessary action (including action by written consent or causing the Company to call a special meeting of individuals stockholders) in order to ensure that the ZHG Designator is then entitled to designate pursuant to Section 2.1(a), the ZHG Designator shall have the right (but not the obligation) to designate such number of additional individuals who meet the Designee Qualifications that the ZHG Designator is entitled to so designate, in which case, any individuals nominated by or at the direction composition of the Board or any dulyis as set forth in this Section 2.01; provided that the Other Stockholders shall not be required to vote for the board-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships designees of DLJMB if the aggregate number of Common Shares held by the DLJ Entities is, at the close of business on the Board shall include day preceding such designeesvote or execution of proxies or consents, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size less than 10% of the Board or otherwise, and (y) cause the election DLJ Entities' Initial Ownership of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as Common Shares on a Director shall be referred to herein as a “ZHG Designee”Fully Diluted Basis. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxx, who is expected to resign in connection with the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017, (i) such appointments shall occur immediately after such annual meeting, and (ii) Xx. Xxxxxxxx shall be appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.

Composition of the Board. (a) From and after the Closing, subject to the terms and conditions of this Article II, the ZHG Designator shall have the right (but not the obligation) to designateThe Company shall, and the individuals nominated for election as Directors by or Stockholders shall take all Necessary Action to, cause the Board to be comprised at the direction Closing of seven directors. The Board shall be comprised of (A) three directors who shall be designated by Xxxx (each, a “Xxxx Director”) who initially shall be Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxx, and Xxxxxxx Xxxx and thereafter shall be designated pursuant to Section 3.1(c) of this Agreement, provided that all but one of the Board or a duly-authorized committee thereof Xxxx Directors shall include, two (2) individuals that meet have been determined by the Designee Qualifications Company to serve as Directors. Notwithstanding the foregoing provisions of this Section 2.1(a), but subject to the proviso set forth in Section 2.6, (i) the number of individuals that the ZHG Designator shall be entitled to designate to serve as Directors pursuant to this Section 2.1(a) shall be reduced to one (1) Director if, at any time, the aggregate Total Share Ownership of the ZHG Entities is less than twenty percent (20%) of the total number of shares of Common Stock outstandingan “independent director” under NYSE Rules, and (iiB) the ZHG Designator one director who shall not be entitled to designate any individuals to serve as Directors designated by Learn and initially shall be Xxx Xxxxxx and thereafter shall be designated pursuant to this Section 2.1(a3.1(d) if, at any time, (A) the aggregate Total Share Ownership of the ZHG Entities is less than ten percent (10%) of the total number of shares of Common Stock outstanding or (B) any ZHG Entity breaches Article III, Section 4.1, Section 4.3 or Section 4.6 of this Agreement (the “Material TermsLearn Director”) in any material respect and such breach continues after written notice from ), provided that the Company and a thirty (30) day opportunity to cure. From and after the date on which either of the Initial ZHG Designees ceases to serve as a Director, not more than one ZHG Designee at any time may be an Affiliated ZHG Designee, and any other ZHG Designee Learn Director shall be an Independent ZHG Designee, unless otherwise have been determined by the Board Company to be an “independent director” under NYSE Rules, (excluding any ZHG Designee). (bC) If at any time the ZHG Designator has one director who shall be designated fewer than the total number of individuals that the ZHG Designator is then entitled to designate by TCV and initially shall be Xxxxx Xxxxxxxx and thereafter shall be designated pursuant to Section 2.1(a3.1(e) of this Agreement (the “TCV Director”), provided that the ZHG Designator TCV Director shall have been determined by the right Company to be an “independent director” under NYSE Rules, (but not D) one director who shall be designated by TPG Pace and initially shall be Xxxx Xxxx and thereafter shall be designated pursuant to Section 3.1(f) of this Agreement (the obligation) to designate such number of additional individuals who meet the Designee Qualifications “TPG Director”), provided that the ZHG Designator is entitled to so designate, in which case, any individuals nominated TPG Director shall have been determined by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwisebe an “independent director” under NYSE Rules, and (yE) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the ZHG Designator shall actually designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as a “ZHG Designee”. (c) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any ZHG Designee, any individual nominated or appointed by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the ZHG Designator who meets the Designee Qualifications, and the Company and the Board shall take, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same as soon as possible following such designation. (d) The Company and the Board shall take, to the fullest extent permitted by Law, all actions necessary, including increasing the Total Number of Directors, to cause Xxxxxxxxx Xxxxxxxx and Xxxxxx Xxxx (together, the “Initial ZHG Designees”) to be appointed to the Board immediately after the Closing, with (x) Xx. Xxxxxxxx appointed to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019 and (y) Xx. Xxxx appointed to replace Xxxxx Xxxxxxxone director, who is expected to resign in connection with shall initially be mutually designated by Xxxx and TPG Pace before the Closing, and to the class of Directors up for election at the Company’s annual meeting of stockholders for 2019; provided, however, that if the Closing occurs after mailing of the Company’s proxy statement relating to its annual meeting of stockholders for 2017Registration Statement/Proxy Statement (the “Mutual Director”), provided that the Mutual Director shall (i) such appointments shall occur immediately after such annual meeting, be an Unaffiliated Director and (ii) Xx. Xxxxxxxx meet diversity standards mutually agreed upon between Xxxx and TPG Pace, and thereafter shall be appointed to a person nominated by the class of Directors up for election at Board in accordance with the Company’s annual meeting of stockholders for 2018. (e) For any designation pursuant to this Section 2.1 that occurs after the Closing, after the Company’s annual meeting of stockholders for 2017, and after the appointments contemplated governing documents. The initial Board shall be divided in Section 2.1(d), in connection with an election of Directors by the stockholders of the Company, the ZHG Designator shall identify its designees by written notice to the Company no less than ninety (90) days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors. So long three classes as an individual designated by the ZHG Designator pursuant to this Section 2.1 meets the Designee Qualifications, the Company shall, to the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or consents in favor thereof, and, if necessary, increasing the Total Number of Directors. (f) The Company shall at all times provide each ZHG Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors.follows: