Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) The Board will consist of five directors, of whom two directors will be designated by Trinity (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuest, and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will 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 any Sponsor. (b) Each Stockholder entitled to vote for the election of directors to the 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 actions (including causing SciQuest Holdings to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The right of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings 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 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 2.01.

Composition of the Board. (a) The Board will shall consist of five eight directors, of whom (i) two directors will be designated by Trinity either (A) CVC Equity Fund, at any time it holds Common Units or (B) the CVC US Securityholder Representative, at any time when the CVC Equity Fund does not hold Common Units (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (designating party, the “Trinity DirectorsCVC US Designator”). Of those , (ii) two directors who are will be designated by either (A) FP LP, at any time it holds Common Units or (B) the FP Securityholder Representative, at any time when FP LP does not hold Common Units (such designating party, the Trinity Directors“FP Designator”), (iii) one director will be designated by Intersouth either (A) CVC Asia II LP, at any time it holds any Common Units or (B) the CVC Asia Pacific Securityholder Representative, at any time when CVC Asia II LP does not hold Common Units (such designee initially to be Xxx Xxxx) (designating party, the “Intersouth DirectorCVC AP Designator”), (iv) one director will be the Chief Executive Officer chief executive officer of SciQuest the Company for so long as he or she is employed by SciQuestthe Company, (v) one director will be the chief financial officer of the Company for so long as he or she is employed by the Company and one (vi) the remaining director will be an independent director designated collectively by Trinity the CVC US Designator and Intersouth (such designee initially the FP Designator. If the number of directors that comprise the entire Board is increased in accordance with Section 2.05, the number of directors added to be Xxxxx X. Xxxxx) the Board (the “Independent Additional Directors”) must be a multiple of two, and for every two Additional Directors, the CVC US Designator shall be permitted to designate one such Additional Director and the FP Designator shall be permitted to designate one such Additional Director”). A designee ; provided, that in the event that, following any increase in the number of Trinity will act as directors, the Chairman Board consists of twelve or more directors and each of (i) the CVC US Designator and (ii) the FP Designator have the right to appoint no fewer than four directors, the number of directors shall be further increased by one, and the number of directors designated by the CVC AP Designator pursuant to this Section 2.01 shall be increased to two for any time period during which the Board continues to consist of twelve or more directors; provided further, that prior to the consummation of the Board. The Independent Director will First Public Offering the Board shall not be either an “Affiliate” or an “Associate” (as such terms are used within the meaning consist of Rule 12b-2 under the Exchange Act) of any Sponsormore than 13 directors. (b) Each Stockholder Securityholder entitled to vote for the election of directors to the Board agrees that it will vote its Shares Eligible Securities or execute a proxy or written consentconsents, as the case may be, and take all other necessary actions action (including causing SciQuest Holdings the Company to call a special meeting of stockholdersSecurityholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The right of any Sponsor each of the CVC US Designator and the FP Designator to designate a director or at least two directors of the Board pursuant to this Article 2 will (i) shall be reduced to the right to designate only one director of the Board at such time as the Aggregate Ownership of Common Shares held Units by such Sponsor CVC US and its Permitted Transferees (for purposes of determining the number of directors appointed by the CVC US Designator) or FP and its Permitted Transferees (for purposes of determining the number of directors appointed by the FP Designator) divided by the Aggregate Ownership of such Common Shares Units by all Stockholders Securityholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held Units by such Sponsor CVC US and its Permitted Transferees (for purposes of determining the number of directors appointed by the CVC US Designator) or FP and its Permitted Transferees (for purposes of determining the number of directors appointed by the FP Designator), divided by the Aggregate Ownership of such Common Shares Units by all Stockholders Securityholders is less than 5%. The right of the CVC AP Designator, to designate one director of the Board shall terminate at such time as the Aggregate Ownership of Common Units by the CVC Asia Pacific Investors and their Permitted Transferees, divided by the Aggregate Ownership of Common Units by all Securityholders is less than 5%. The obligations imposed on the Stockholders Securityholders to give effect to the rights to designate directors set forth in this Section 2.01 will shall terminate as to any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings 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 Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholderssecurityholders) to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) The Issuer Board will shall consist of five directorsmembers. WCAS VII shall be entitled, but not required, to designate two members of whom two directors will the Issuer Board, WCAS VIII shall be designated by Trinity (such designees initially entitled, but not required, to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (designate one member of the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuestIssuer Board, and one director will Limited Commerce shall be an independent director designated collectively by Trinity and Intersouth (such designee initially entitled, but not required, to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman designate two members of the Issuer Board. The Independent Director will not right to designate a member or members of the Issuer Board shall belong solely to, and shall be either an “Affiliate” or an “Associate” (as exercised exclusively by, the respective Holder to whom such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of any Sponsor. (b) right has been granted herein for its own benefit and account. Each Stockholder Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Shares Voting Securities or execute a proxy or written consentconsents, as the case may be, and take all other necessary actions action (including causing SciQuest Holdings the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.014.1(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer Board. (b) Each director designated pursuant to Section 4.1(a) shall have the right to serve as a member of any and all committees of the Issuer Board. The appointment and removal of a designated director shall be by written notice from the designating stockholder to the Issuer, and shall take effect upon the delivery of written notice thereof at the Issuer's principal office or at any meeting of the Issuer Board. (c) The Each of WCAS VII and WCAS VIII shall have the right of any Sponsor to designate appoint a director or directors pursuant representative to this Article 2 will attend as an observer (i) be reduced to each and every meeting of the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% Issuer Board and each subsidiary thereof and (ii) terminate at each and every meeting of any committee of any such time board. The appointment and removal of such representatives shall be by written notice from WCAS VII or WCAS VIII, as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect case may be, to the rights Issuer and shall take effect upon the delivery of written notice thereof to designate directors set forth in this Section 2.01 will terminate as to the Issuer at its principal office or at any Person when such Person’s right to designate a director is terminatedmeeting of the Issuer Board. (d) SciQuest Holdings agrees In addition to cause the rights et forth in Section 4.5 hereto, each individual designated pursuant of WCAS VII and WCAS VIII shall have the right to Section 2.01(areceive, within a reasonable time after its written request therefor, any information relating to the Issuer or any subsidiary thereof as WCAS VII or WCAS VIII in its respective sole discretion reasonably deems appropriate, including without limitation: (i) financial information and statements, including balance sheets and profit and loss and cash flow statements of the Issuer and its subsidiaries; (ii) on an annual basis or, if so requested, more frequently, budgets and cash flow forecasts and projections of the Issuer and its subsidiaries; and (iii) such additional financial or 2.03 other information as WCAS VII or WCAS VIII may reasonably request. Each of WCAS VII and WCAS VIII shall be entitled, at all reasonable times, to have access to the premises, books and records of the Issuer and its subsidiaries. (e) Each of WCAS VII and WCAS VIII shall have the right to meet on a regular basis with the management personnel of the Issuer and its subsidiaries from time to time and upon reasonable notice for the purpose of consulting with, rendering advice, recommendations and assistance to, and influencing, the management of such companies or obtaining information regarding them or their operations, activities and prospects, and expressing its views thereon. (f) If United States ERISA counsel for either WCAS VII or WCAS VIII reasonably concludes that the rights granted to WCAS VII or WCAS VIII, as the case may be, in this agreement should be nominated altered in order to serve preserve the qualification of WCAS VII or WCAS VIII as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholders) "venture capital operating company," or otherwise to ensure that the composition assets of WCAS VII or WCAS VIII are not considered "plan assets" for purposes of ERISA, the Issuer agrees (and each other party hereto likewise agrees) to amend this agreement to effect any such alteration, PROVIDED that no such alteration would have a material adverse effect on the business operations or prospects of the Board Issuer and its subsidiaries taken as a whole. (g) The Issuer shall use all reasonable efforts to take such further action as may be necessary or advisable in order to give full effect to the rights being granted hereunder to WCAS VII and WCAS VIII. (h) Each Holder and the Issuer agrees that if, at any time, it is as set forth entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in this favor of the removal of any director who shall have been designated or nominated pursuant to Section 2.014.1(a) unless such removal shall be for Cause or the Person entitled to designate or nominate such director shall have consented to such removal in writing. Removal for "Cause" shall mean removal of a director because of such director's (a) willful and continued failure to substantially perform his or her duties with the Issuer in his or her established position, (b) willful conduct which is significantly injurious to the Issuer, monetarily or otherwise, or (c) conviction for, or a guilty plea to, a felony.

Composition of the Board. (ai) The For so long as (A) the 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 Equity Securities of PubCo entitled to vote in the election of Directors of greater than 50% and (B) PubCo qualifies as a controlled company under applicable rules of the securities exchange on which PubCo’s Equity Securities are listed (clause (A) together with clause (B), “Controlled Company Eligible”), subject to Section 2.1(b)(ii), PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board will consist for election as Directors at each applicable annual or special meeting of five directorsstockholders at which Directors are to be elected, (x) at any annual meeting following which the term of whom two directors will the Class I Directors is expiring, not less than one 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 Trinity the ORC Principal Representative and the Xxxx Principal Representative shall be determined as follows: (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. XxxxxxA) (For as long as PubCo remains Controlled Company Eligible, the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will total number of Directors that may be designated by Intersouth the ORC Principal Representative and the Xxxx Principal Representative (such designee initially to be Xxx Xxxxtaken together) (the “Intersouth Director”), one director will and nominated by PubCo shall be the Chief Executive Officer maximum number as may be so designated and nominated by PubCo without causing such violation. To the extent that the total number of SciQuest for so long as he or she Directors determined in accordance with the prior sentence is employed by SciQuestless than five, (x) such total number shall be apportioned between the ORC Principal Representative and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman Xxxx Principal Representative proportionately in respect of the Board. The Independent Director will not be either an “Affiliate” or an “Associate” (as such terms are used within voting power of the meaning Equity Securities of Rule 12b-2 under the Exchange Act) of any Sponsor. (b) Each Stockholder PubCo entitled to vote for in the election of directors 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 preceding sentence, to offer to tender their resignation at least 60 days prior to the Board agrees that it will vote its Shares or execute a proxy or written consentexpected date of PubCo’s next annual meeting of stockholders (which resignation, for the avoidance of doubt, may be made effective as of the case may belast day of the term of such 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 other necessary actions (including causing SciQuest Holdings Necessary Action to call a special 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). (B) 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 be a number of individuals that, if elected, will result in the such designated Directors representing as nearly as possible (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 total 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 ensure that apportion the composition 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 Board is as set forth in this Section 2.01. (c) The right last day of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership term of such Common Shares by all Stockholders is less than 10% Director), and (iiz) terminate at the ORC Principal Representative and the Xxxx Principal Representative shall designate such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings agrees to cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated individuals for nomination to serve as a director on the Board, Directors (and to PubCo shall take all other necessary actions (including calling a special Necessary Action to include in the slate of nominees recommended by the Board for election as Directors at the next annual meeting of the Board and/or stockholders) as may be necessary to ensure that comply with the composition of the Board is as set forth in this Section 2.01foregoing clause (x).

Composition of the Board. (a) The Board will consist shall be composed of five up to seven (7) directors, out of whom two directors will whom: one (1) director (the "SERIES A PREFERRED SHARES DIRECTOR") shall be designated by Trinity written notice to the Company by the holders of the majority of the Series A Preferred Shares (such designees initially to including all Voting Ordinary Shares received upon conversion or reclassification of Series A Preferred Shares) except as set forth below, and shall be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxxnominated in writing by Ampal (as defined below); one (1) director (the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will "SERIES B-1 PREFERRED SHARES DIRECTOR") shall be designated by Intersouth written notice to the Company by the holders of the majority of the Series B-1 Preferred Shares (such designee initially including all Voting Ordinary Shares received upon conversion or reclassification of the Series B Preferred Shares and upon the conversion or reclassification of the Non-Voting Ordinary Shares), and nominated in writing by Trident Capital Management-II, L.L.C.; subject to be Xxx Xxxxthe right of TCV III (Q), L.P. and entities affiliated therewith ("TCV") set forth below, one (1) director (the “Intersouth Director”"SERIES C-1 PREFERRED SHARES DIRECTOR") shall be designated by written notice to the Company by the holders of the majority of the Series C-1 Preferred Shares (including all Voting Ordinary Shares received upon conversion or reclassification of the Series C Preferred Shares and upon the conversion or reclassification of the Non-Voting Ordinary Shares), one director will and nominated in writing by TCV; and two (2) directors (the "ORDINARY SHARES DIRECTORS") shall be designated by written notice to the Company by the holders, from time to time, of a majority of the Voting Ordinary Shares (but excluding Voting Ordinary Shares received upon conversion or reclassification of the Preferred Shares and upon the conversion or reclassification of the Non-voting Ordinary Shares); in addition, and subject to the consent in writing by the holders of the majority of each class of shares (excluding holders of Series B-2 Non-voting Preferred Shares, the Series C-2 Non-voting Preferred Shares and Non-voting Ordinary Shares), the Chief Executive Officer of SciQuest the Company (the "CEO"), shall serve as a director EX OFFICIO for so long as he is CEO of the Company. The seventh director, who shall be an industry expert (the "ADDITIONAL DIRECTOR") shall be appointed by the majority of the members of the Board. Except as specifically stated in this Section 4.7, any vacancy on the Board may only be filled by the holders of the class of shares or she member(s) that had the right to appoint the previous incumbent of such vacancy. Notwithstanding the above said, for so long as the Company has not received written notice to the contrary from Ampal-American Israel Corporation or its representatives ("AMPAL"), Ampal shall be entitled to appoint one Series A Preferred Shares Director for so long as it is a holder of Series A Preferred Shares of the Company or holds, on an as converted basis 4 (four) per cent or more of the issued and outstanding share capital of the Company. Notwithstanding the above said, for so long as the Company has not received written notice to the contrary from TCV or its representatives, TCV shall be entitled to appoint and designate the Series C-1 Preferred Shares Director for so long as TCV holds at least 1,315,832 Series C Preferred Shares of the Company (as may be adjusted in the event of a Recapitalization Event). (b) Notwithstanding the above said, the Founders shall be entitled to appoint either Xxxx Xxxxxx or Xxxxx Xxxxxxxxx as one of the Ordinary Shares Directors (the "FOUNDER APPOINTEE") for so long as (i) the Founders collectively hold 5 (five) percent or more of the issued and outstanding share capital of the Company, on an as converted basis, and not more than 50 (fifty) percent of the issued and outstanding Ordinary Shares, and (ii) the Company has not received written notice to the contrary from the Founders or their representatives; provided that if neither Founder is employed by SciQuestthe Company, then the holders of a majority of the Preferred Shares (excluding the Series B-2 Non-voting Preferred Shares and the Series C-2 Non-voting Preferred Shares) may, by written notice, veto the appointment of one Founder, in which case the Founder Appointee shall be the other Founder. (c) In addition to the Series A Preferred Shares Director, Series B-1 Preferred Shares Director and the Series C-1 Preferred Shares Director, one authorized representative ("OBSERVER") of each of (i) Trident Capital Management-II, L.L.C. and affiliated entities (collectively, "TRIDENT"), (ii) Eucalyptus Venture Management L.L.C. and affiliated entities (collectively "EUCALYPTUS"), (iii) Israel Seed Limited Partnership and affiliated entities ("ISRAEL SEED"), (iv) subject to the Management Rights Agreement, TCV, (v) Deutsche Bank AG and/or affiliated entities ("DB") and (vi) Sun Microsystems, Inc. shall be entitled to receive notice of and attend all meetings of the Board in a non-voting observer capacity, at its own expense; provided that the Company reserves the right to withhold any information from or to exclude any Observer(s) if the Company in consultation with the Board, in its reasonable discretion, determines that: (i) the sensitivity or confidentiality concerns relating to the subject or matter specifically being discussed either in the meeting or in writing makes it advisable to exclude such Observer(s) or exclude the provision of information to such Observer(s) due to a risk of a conflict of interest for such Observer(s) so excluded, (ii) the disclosure of such information or attendance by such Observers on specifically designated issues or matters could adversely affect the attorney-client privilege between the Company and its counsel or (iii) the law would exclude an officer or director will be an independent director designated collectively by Trinity and Intersouth (in such designee initially circumstances. Each Observer shall have a duty to advise the Board in the event of any issue with respect to which such Observer has or may have a conflict of interest at the earliest possible time but not later than the beginning of the first meeting of the Board in which such issue is discussed or expected to be Xxxxx X. Xxxxx) (discussed. Trident, Eucalyptus, Israel Seed, TCV, DB and the “Independent Director”)Observers shall maintain the confidentiality of all financial, confidential and proprietary information obtained by them and shall not make available any information provided by the Company to any competitor or customer of, or vendor to the Company or any affiliate or associate of such entity. A designee For the avoidance of Trinity will act doubt the Observers shall not be liable toward a party hereto as to any action or inaction of the Chairman Board. Subject to the above said, each Observer shall be entitled to receive all notices, written documents and materials provided to Directors and to attend and participate in all meetings of the Board. The Independent Director will Observers 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 any Sponsor. (b) Each Stockholder entitled to vote for the election of directors vote. The rights to the Board agrees that it will vote its Series A Preferred Shares or execute a proxy or written consent, as the case may be, and take all other necessary actions Director (including causing SciQuest Holdings to call the Director appointed by Ampal), the Series B-1 Preferred Shares Director, the Series C-1 Preferred Shares Director (including the Director appointed by TCV), the Ordinary Shares Directors (including the Founder Appointee) and the Observers shall each terminate upon a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The right of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminatedQualified IPO. (d) SciQuest Holdings agrees The rights to cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the BoardSeries A Preferred Shares Director (including the Director appointed by Ampal), the Series B-1 Preferred Shares Director, the Series C-1 Preferred Shares Director (including the Director appointed by TCV), the Ordinary Shares Directors (including the Founder Appointee), and to take all other necessary actions (including calling the Observers shall each terminate upon a special meeting of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in this Section 2.01Qualified IPO.

Composition of the Board. (a) The Board will shall consist of five nine directors, of whom two three directors will be designated by Trinity FP (such designees initially to one of whom shall be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) an independent director designated by FP), three directors will be designated by TBW (the “Trinity Directors”one of whom shall be an independent director designated by TBW). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”)GA-TEK, one director will be the Chief Executive Officer chief executive officer of SciQuest the Company for so long as he or she is employed by SciQuest, the Company and one independent director will be an designated by the CEO and the Institutional Shareholders, provided that such independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will 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 any Sponsorthe Institutional Shareholders or GA-TEK (the "INDEPENDENT DIRECTOR"). If the number of directors that comprise the entire Board is increased in accordance with Section 2.05, the number of directors added to the Board (the "ADDITIONAL DIRECTORS") must be a multiple of two, and for every two Additional Directors, FP shall be permitted to designate one such Additional Director and TBW shall be permitted to designate one such Additional Director. (b) Each Stockholder Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its Shares or execute a proxy or written consentconsents, as the case may be, and take all other necessary actions action (including causing SciQuest Holdings the Company to call a special meeting of stockholdersShareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The right of any Sponsor each Institutional Shareholder to designate a director three or directors more members of the Board pursuant to this Article 2 will shall (i) be reduced to the right to designate only one director member of the Board at such time as the Aggregate Ownership of Common Shares held by such Sponsor Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Stockholders Shareholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Stockholders Shareholders is less than 5%. The right of GA-TEK to designate one member of the Board, shall terminate at such time as the Aggregate Ownership of GA-TEK and its Permitted Transferees falls below 50% of GA-TEK's Initial Ownership. The obligations imposed on the Stockholders Shareholders to give effect to the rights to designate directors set forth in this Section 2.01 will shall terminate as to any Person when such Person’s 's right to designate a director is terminated. (d) SciQuest Holdings 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 Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholdersshareholders) to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) The Board will consist of five directors, of whom two directors will be designated by Trinity (such designees initially Subject to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”Section 3.1(b), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuestCompany shall take all necessary action and exercise all authority under applicable law, and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially the Stockholders shall vote all of their Voting Shares, at any regular or special meeting of stockholders called for the purpose of electing Directors to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will not be either an “Affiliate” , or an “Associate” (as in any written consent executed in lieu of such terms are used within the meaning meeting of Rule 12b-2 under the Exchange Act) of any Sponsor. (b) Each Stockholder entitled to vote for the election of directors to the Board agrees that it will vote its Shares or execute a proxy or written consent, as the case may bestockholders, and take all other necessary actions (including causing SciQuest Holdings to call a special meeting of stockholders) in order action, to ensure that the composition Board shall consist of five Directors, and to ensure the election to the Board of the following individuals: (i) for so long as the GSCP Parties hold at least 9% of the outstanding Common Stock held by Stockholders, two Directors designated by GSCP 2000 on behalf of the GSCP Parties (the "GSCP Designating Party") (such Directors, the "GSCP Directors"); (ii) for so long as the TRP Parties hold at least 9% of the outstanding Common Stock held by Stockholders, two Directors designated by TRP on behalf of the TRP Parties (the "TRP Designating Party") (such Directors, the "TRP Directors"); and (iii) for so long as Kennedy holds at least 9% of the outstanding Common Stock held by Stoxxxxxxxrs, one Director designated by Kennedy (collectively with the GSCP Designating Party and the TRP Desxxxxxxxg Party, the "Designating Parties"), which Director shall serve as Chairman of the Board (such Director, the "Kennedy Director"); provided, however, that if the transaction that rxxxxxx in Kennedy holding less than 9% of the outstanding Common Stock held by Xxxxxxxlders is as set forth a result of a drag-along Transfer in accordance with Section 7 of this Section 2.01. (c) The right of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to Agreement, Kennedy shall retain the right to designate only one director Director pursuant to xxxx xxause (iii) for so long as Kennedy holds at such time as least four and one-half percent (4-1/2%) of the Aggregate Ownership of outsxxxxxxx Common Shares Stock held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminatedStockholders. (db) SciQuest Holdings agrees Upon the written request of TRP given to cause each individual designated pursuant the Company at least thirty (30) days prior to the date on which the increase in Board size contemplated by this Section 2.01(a3.1(b) or 2.03 is desired to be nominated effected by TRP, the Company shall take all necessary action and exercise all authority under applicable law, and the Stockholders shall vote all of their Voting Shares, at any regular or special meeting of stockholders called for the purpose of electing Directors to serve as a director on the Board, or in any written consent executed in lieu of such meeting of stockholders, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholders) action, to ensure that the composition size of the Board shall be increased to consist of ten Directors, and to ensure the election to the Board of the following individuals: (i) for so long as the GSCP Parties hold at least 9% of the outstanding Common Stock held by Stockholders, four Directors designated by the GSCP Designating Party (and all such Directors shall be considered GSCP Directors for the purposes of this Agreement); (ii) for so long as the TRP Parties hold at least 9% of the outstanding Common Stock held by Stockholders, four Directors designated by the TRP Designating Party (and all such Directors shall be considered TRP Directors for the purposes of this Agreement); and (iii) for so long as Kennedy holds at least 9% of the outstanding Common Stock held by Stoxxxxxxxrs, two Directors designated by Kennedy, one of which, at Kennedy's sole discretion, shall serve as Cxxxxxxx of the Board (and xxx xxxx Directors shall be considered Kennedy Directors for the purposes of this Agreement); provided, howexxx, xxat if the transaction that results in Kennedy holding less than 9% of the outstanding Common Stock held by Xxxxxxxlders is as set forth a result of a drag-along Transfer in accordance with Section 7 of this Section 2.01Agreement, Kennedy shall retain the right to designate two Directors pursuant to xxxx xlause (iii) for so long as Kennedy holds at least four and one-half percent (4-1/2%) of the outsxxxxxxx Common Stock held by Stockholders.

Composition of the Board. (a) The Board will shall consist of five nine directors, of whom two three directors will be designated by Trinity FP (such designees initially to one of whom shall be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) an independent director designated by FP), three directors will be designated by the CVC Entities (one of whom shall be an independent director designated by the “Trinity Directors”CVC Entities). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”)Japan Energy, one director will be the Chief Executive Officer chief executive officer of SciQuest the Company for so long as he or she is employed by SciQuest, the Company and one independent director will be an designated by the Chief Executive Officer and the Institutional Shareholders, provided that such independent director collectively designated collectively by Trinity the Chief Executive Officer and Intersouth the Institutional Shareholders, (such designee initially to be Xxxxx X. Xxxxxi) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will 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 any Sponsorthe Institutional Shareholders or Japan Energy and (ii) shall be an "independent director" (as such term is defined by the 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 for every two Additional Directors, FP shall be permitted to designate one such Additional Director and the CVC Entities shall be permitted to designate one such Additional Director. (b) Each Stockholder Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its Shares or execute a proxy or written consentconsents, as the case may be, and take all other necessary actions action (including causing SciQuest Holdings the Company to call a special meeting of stockholdersShareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The right of any Sponsor each Institutional Shareholder to designate a director three or directors more members of the Board pursuant to this Article 2 will shall (i) be reduced to the right to designate only one director member of the Board at such time as the Aggregate Ownership of Common Shares held by such Sponsor Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Stockholders Shareholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Stockholders Shareholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights right of Japan Energy to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings agrees to cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on one member of the Board, shall terminate at such time as the Aggregate Ownership of Common Shares by Japan Energy and to take all other necessary actions (including calling a special meeting its Permitted Transferees falls below 50% of the Board and/or stockholders) to ensure that the composition Japan Energy's Initial Ownership of the Board is as set forth in this Section 2.01.Common

Composition of the Board. i. From and after the Common Shares Closing and until the conversion of the Preferred Shares into Common Stock pursuant to the terms of the Certificate of Designations (the "Conversion"), each Stockholder shall vote all of its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2: (1) The authorized number of directors on the Board shall be estblished at eight directors; and (2) The following individuals shall be elected to the Board: (a) The Board will consist of five directorsfour representatives nominated by the Ginsburgs, of whom two directors will who shall initially be designated Harold Ginsburg, Sheilah Ginsburg, Richard Xxxxxxxx xxx xxe xxxxxxxxxx xxxxxsexxxxxxx xx xx xxminated by Trinity (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuest, and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will 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 any SponsorGinsburgs. (b) Each Stockholder entitled two representatives nominated by Westar, and (c) two representatives who shall not be officers or employees of the Company or of Westar or related by blood or marriage to vote for or affiliated with any of the election of directors Ginsburgs (the "Independent Directors") nominated mutually by the Stockholders; and (3) If at any time prior to the Conversion, Westar Transfers Shares to a Non-Affiliate, Westar shall forfeit the right to nominate (a) one Board agrees that seat if it will Transfers 40% or more but less than 75% of the Shares, which Board seat shall thereafter become an Independent Director seat, and (b) two Board seats if it Transfers 75% or more of the Shares. ii. After the Conversion, each Stockholder shall vote all of its Stockholder Shares or execute a proxy or written consent, as which are voting shares and any other voting securities of the case may be, Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (including causing SciQuest Holdings to call whether in its capacity as a special meeting stockholder, director, member of stockholders) in order to ensure that the composition a board committee or officer of the Board is as set forth Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2.01.2: (1) The authorized number of directors on the Board shall be established at nine directors; and (2) The following individuals shall be elected to the Board: (a) three representatives nominated by the Ginsburgs, (b) three representatives nominated by Westar, (c) The right three representatives who shall be Independent Directors nominated mutually by the Stockholders; and (3) If at any time after the Conversion, Westar Transfers Shares of any Sponsor Common Stock (including those acquired upon Conversion) to designate a director or directors pursuant to this Article 2 will (i) be reduced to Non-Affiliate, Westar shall forfeit the right to designate only nominate (a) one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is Board seat if it Transfers 25% or more but less than 1045% and of the Shares, which Board seat shall thereafter become an Independent Director seat, (iib) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is two Board seats if it Transfers 45% or more but less than 5%70% of the Shares, which Board seats shall thereafter become Independent Director seats, and (c) three Board seats if it Transfers 70% of more of the Shares. iii. Any committees of the Board shall be created and the composition thereof determined only upon the approval of not less than one Ginsburg nominee, one Westar nominee and one Independent Director. iv. The obligations imposed on removal from the Stockholders Board (with or without cause) of any representative nominated hereunder shall be at the written request of the Person nominating such representative, but only upon such written request and under no other circumstances, subject to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminatedapplicable law. (d) SciQuest Holdings agrees to cause each individual designated pursuant to Section 2.01(a) v. In the event that any representative nominated hereunder resigns, is removed or 2.03 to be nominated otherwise ceases to serve as a director member of the Board during his term of office, the resulting vacancy on the Board shall be filled by a representative nominated by the Person nominating such representative as provided hereunder. vi. No transferee of Stockholder Shares (including Common Stock issued upon Conversion), other than Permitted Transferees, shall have any right hereunder to cause any representatives to be appointed to the Board. vii. The Company agrees to include each such designated nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's stockholders for election as directors and shall use its best efforts to cause the election or reelection of each such nominee to the Board, and to take all other necessary actions (including calling a special meeting soliciting proxies in favor of the Board and/or stockholders) to ensure that the composition election of the Board is as set forth in this Section 2.01such persons.

Composition of the Board. (a) The Board will shall consist of five nine directors, a majority of whom two directors will be designated nominated by Trinity (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (the “Trinity Directors”)FP. Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one One director will be the Chief Executive Officer of SciQuest the Company for so long as he or she is employed by SciQuest, and one director the Company. Three directors will be an independent nominated by the Chief Executive Officer and FP, provided that each such director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxxi) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will 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 any SponsorFP and (ii) shall be an "independent director," as such term is defined by the 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 hereof, the number of directors added to the Board (the "ADDITIONAL DIRECTORS") must be a multiple of two, and FP shall continue to be entitled to nominate a majority of the Board as provided in this Section 2.01. (b) Each Stockholder entitled to vote for the election of directors to the Board agrees that it will vote its Common Shares or execute a proxy or written consent, as the case may be, and take all other necessary actions action (including causing SciQuest Holdings the Company to call a special meeting of stockholdersStockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The right of any Sponsor FP to designate nominate a director or directors majority of the members of the Board pursuant to this Article 2 will shall: (i) at such time as FP's Aggregate Ownership Percentage is less than 25%, be reduced to the right to designate only one director nominate one-fourth 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; (ii) at such time as the FP's Aggregate Ownership Percentage is less than 20%, be reduced to the right to nominate one-fifth of Common Shares held by the members of the Board, rounded up to the nearest whole number of members of the Board if such Sponsor divided by the fraction is not a whole number; (iii) at such time as FP's Aggregate Ownership of such Common Shares by all Stockholders Percentage is less than 10% and %, 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 (iiiv) terminate at such time as the FP's Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders Percentage is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate nominate directors set forth in this Section 2.01 will shall terminate as to any Person when such Person’s 's right to designate nominate a director is terminated. (d) SciQuest Holdings 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 Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholdersStockholders) to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. (a) The For so long as the Partnership Interest held by the Carrier Holders, in the aggregate, is at least twenty percent (20%) (the “Carrier Scale-Down Partnership Interest”) and the Partnership Interest held by the Watsco Holders, in the aggregate, is at least fifty percent (50%) (the “Watsco Scale-Down Partnership Interest”), the Board will consist shall be composed of five directors(5) Directors, of whom two directors will (2) Directors shall be designated by Trinity the Carrier Deciding Shareholder and three (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx3) (the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will Directors shall be designated by Intersouth (such designee initially the Watsco Deciding Shareholder. 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 be Xxx Xxxx) (time by Approval of the “Intersouth Director”)Board, one director will be the Chief Executive Officer of SciQuest for subject to Section 5.3; provided that, so long as he or she is employed by SciQuest, and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman Partnership Interest of the Carrier Holders is equal to or greater than the Carrier Scale-Down Partnership Interest, in the case of any increase or decrease in the number of Directors constituting the entire Board. The Independent Director will not , the composition of the Board shall be either an “Affiliate” or an “Associate” adjusted to provide the Carrier Deciding Shareholder with the right to designate the whole number (as such terms are used within the meaning of Rule 12b-2 under the Exchange Actrounding up) of any SponsorDirectors that is closest to forty percent (40%) of the entire Board. (b) Each Stockholder entitled to vote for Following such time as the election Partnership Interest held by the Carrier Holders is less than the Carrier Scale-Down Partnership Interest, the number of directors Directors designated by the Carrier Deciding Shareholder shall be reduced to the whole number (rounding up) of Directors that is closest to the product of (i) the Partnership Interest held by the Carrier Holders at such time and (ii) the number of Directors constituting the entire Board. Any Directors with respect to whom the Carrier Deciding Shareholder’s designation rights are terminated pursuant to this Section 3.2(b), shall be removed from the 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 actions (including causing SciQuest Holdings to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01date of such termination of such designation rights. In such event, the replacements of such removed Directors shall be determined by the Approval of the Shareholders. (c) The right of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at Following such time as the Aggregate Ownership of Common Shares Partnership Interest held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders Watsco Holders is less than 10% the Watsco Scale-Down Partnership Interest, the Watsco Deciding Shareholder shall only be entitled to designate the whole number (rounding up) of Directors that is closest to the product of (i) the Partnership Interest held by the Watsco Holders at such time and (ii) terminate at the number of Directors constituting the entire Board. Any Directors with respect to whom the Watsco Deciding Shareholder’s designation rights are terminated pursuant to this Section 3.2(c), shall be removed from the Board as of the date of such time as termination of such designation rights. In such event, the Aggregate Ownership replacements of Common Shares held by such Sponsor divided removed Directors shall be determined by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings 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 Board, and to take all other necessary actions (including calling a special meeting Approval of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in this Section 2.01Shareholders.

Composition of the Board. (a) The Board will shall consist of five nine directors, of whom two three directors will be designated by Trinity FP (such designees initially to one of whom shall be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) an independent director designated by FP), three directors will be designated by the CVC Entities (one of whom shall be an independent director designated by the “Trinity Directors”CVC Entities). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”)Japan Energy, one director will be the Chief Executive Officer chief executive officer of SciQuest the Company for so long as he or she is employed by SciQuest, the Company and one independent director will be an designated by the Chief Executive Officer and the Institutional Shareholders, provided that such independent director collectively designated collectively by Trinity the Chief Executive Officer and Intersouth the Institutional Shareholders, (such designee initially to be Xxxxx X. Xxxxxi) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will 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 any Sponsorthe Institutional Shareholders or Japan Energy and (ii) shall be an "independent director" (as such term is defined by the 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 for every two Additional Directors, FP shall be permitted to designate one such Additional Director and the CVC Entities shall be permitted to designate one such Additional Director. (b) Each Stockholder Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its Shares or execute a proxy or written consentconsents, as the case may be, and take all other necessary actions action (including causing SciQuest Holdings the Company to call a special meeting of stockholdersShareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01. (c) The right of any Sponsor each Institutional Shareholder to designate a director three or directors more members of the Board pursuant to this Article 2 will shall (i) be reduced to the right to designate only one director member of the Board at such time as the Aggregate Ownership of Common Shares held by such Sponsor Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Stockholders Shareholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Stockholders Shareholders is less than 5%. The right of Japan Energy to designate one member of the Board, shall terminate at such time as the Aggregate Ownership of Common Shares by Japan Energy and its Permitted Transferees falls below 50% of Japan Energy's Initial Ownership of Common Shares. The obligations imposed on the Stockholders Shareholders to give effect to the rights to designate directors set forth in this Section 2.01 will shall terminate as to any Person when such Person’s 's right to designate a director is terminated. (d) SciQuest Holdings 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 Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholdersshareholders) to ensure that the composition of the Board is as set forth in this Section 2.01.

Composition of the Board. i. From and after the Common Shares Closing and until the conversion of the Preferred Shares into Common Stock pursuant to the terms of the Certificate of Designations (the 4 "Conversion"), each Stockholder shall vote all of its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2: (1) The authorized number of directors on the Board shall be estblished at eight directors; and (2) The following individuals shall be elected to the Board: (a) The Board will consist of five directorsfour representatives nominated by the Ginsburgs, of whom two directors will who shall initially be designated by Trinity (such designees initially Haroxx Xxxxxxxx, Xxeixxx Xxxxxxxx, Xxchxxx Xxxxxxxx xxx one additional representative to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (nominated by the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuest, and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will 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 any SponsorGinsburgs. (b) Each Stockholder entitled two representatives nominated by Westar, and (c) two representatives who shall not be officers or employees of the Company or of Westar or related by blood or marriage to vote for or affiliated with any of the election of directors Ginsburgs (the "Independent Directors") nominated mutually by the Stockholders; and (3) If at any time prior to the Conversion, Westar Transfers Shares to a Non-Affiliate, Westar shall forfeit the right to nominate (a) one Board agrees that seat if it will Transfers 40% or more but less than 75% of the Shares, which Board seat shall thereafter become an Independent Director seat, and (b) two Board seats if it Transfers 75% or more of the Shares. ii. After the Conversion, each Stockholder shall vote all of its Stockholder Shares or execute a proxy or written consent, as which are voting shares and any other voting securities of the case may be, Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (including causing SciQuest Holdings to call whether in its capacity as a special meeting stockholder, director, member of stockholders) in order to ensure that the composition a board committee or officer of the Board is as set forth Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2.01.2: 5 (c1) The right authorized number of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings agrees to cause each individual designated pursuant to Section 2.01(a) or 2.03 to Board shall 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 2.01.established at nine directors; and

Composition of the Board. The Board shall consist of a maximum of thirteen (a13) Directors. Each of the Shareholders shall have the following rights with respect to the appointment of Directors: (i) The Board will consist Founders shall at all times have the right to appoint three (3) Directors to the Board. The Directors appointed by the Founders shall hereinafter be referred to as the “Founders Directors”. One of five directors, of whom two directors will the Founders Directors shall be designated as the “Managing Director” or “Xxxxxxxxx Director”; (ii) GTI CAPITAL shall have the right to appoint two (2) Directors to the Board. The Directors appointed by Trinity GTI CAPITAL shall hereinafter be referred to as the “GTI CAPITAL Directors”; (such designees initially iii) Blue Chandra shall have the right to appoint three (3) Directors to the Board. The Directors appointed by Xxxx Xxxxxxx shall hereinafter be referred to as the “Blue Chandra Directors”; (iv) Goldman shall have the right to appoint three (3) Directors to the Board. The Directors appointed by Goldman shall hereinafter be referred to as the “Goldman Directors”; and (v) Upon the occurrence of a Material Adverse Effect (as determined by IFC in its sole discretion), IFC shall have the right to nominate one (1) Director to the Board (“IFC Nominee Director”); provided, however, if IFC exercises its right to nominate the IFC Nominee Director, Xxxx Xxxxxxx and Goldman may jointly select an additional Director to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) appointed to the Board (the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuest, and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Additional Director”). A designee Upon the Material Adverse Effect ceasing to remain in effect, the right of Trinity will act IFC to appoint the IFC Nominee Director and the joint right of Xxxx Xxxxxxx and Goldman to appoint the Additional Director shall cease to exist and IFC, Blue Chandra and Goldman shall cause the IFC Nominee Director and the Additional Director (as applicable), if any, to resign from the Chairman Board. If during the term of this Agreement, IFC ceases to hold at least five percent (5%) of the outstanding Share Capital on a Fully Diluted Basis, then the right of IFC to appoint the IFC Nominee Director shall cease to exist and IFC shall cause the IFC Nominee Director, if any, to resign from the Board. In the event that the IFC Nominee Director resigns or is removed from the Board, Xxxx Xxxxxxx and Goldman shall cause the Additional Director to resign from the Board. The Independent GTI CAPITAL Directors, the Blue Chandra Directors, the Goldman Directors, the IFC Nominee Director will and the Additional Director (if and when appointed) shall be non- executive directors and 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 any Sponsor. (b) Each Stockholder entitled to vote responsible for the election day to day management of directors the Company. None of the GTI CAPITAL Directors, the Blue Chandra Directors, the Goldman Directors, the IFC Nominee Director and the Additional Director (if and when appointed) shall be liable for any failure by the Company to comply with Applicable Law. Any Director may resign at any time by delivering his written resignation to the Shareholder which appointed him to the Board agrees that with a copy to the Board. Such resignation shall specify whether it will vote its Shares be effective at a particular time, upon receipt of such notice by the relevant Shareholder which appointed such Director or execute a proxy or written consentupon receipt of such notice by the Board, as whichever is later. If no such specification is made, it shall be deemed effective on the case may be, date of receipt of such notice by the relevant Shareholder which nominated such Director and take all other necessary actions (including causing SciQuest Holdings to call a special meeting of stockholders) in order to ensure that the composition of relevant Shareholder shall immediately notify the Board is as set forth and the other Shareholders of such resignation. The Shareholders shall exercise their votes in this Section 2.01. (c) The right of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced relation to the right to designate only one director at such time as the Aggregate Ownership of Common Equity Shares held by such Sponsor divided them and shall take all necessary action to ensure the appointment to the Board of the Directors of each other Shareholder. The Directors appointed by the Aggregate Ownership of such Common Shares Shareholders shall not be liable to retire by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminatedrotation. (d) SciQuest Holdings 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 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 2.01.

Composition of the Board. (a) The Issuer Board will shall consist of five directorsmembers. WCAS VII shall be entitled, but not required, to designate three members of whom two directors will be designated by Trinity (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuestIssuer Board, and one director will Limited Commerce shall be an independent director designated collectively by Trinity and Intersouth (such designee initially entitled, but not required, to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman designate two members of the Issuer Board. The Independent Director will 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 any Sponsor. (b) Each Stockholder Holder entitled to vote for the election of directors to the Board agrees that it will vote all of its Shares Voting Securities or execute a proxy or written consentconsents, as the case may be, and take all other necessary actions action (including causing SciQuest Holdings the Issuer to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.014.1(a). Notwithstanding the foregoing, if, pursuant to the terms of the Issuer's 6 1/4% Redeemable Exchangeable Preferred Stock (the "Preferred Stock"), the holders thereof are entitled to elect one member of the Issuer Board, WCAS VII shall be entitled, but not required, to expand the size of the Issuer Board to seven members (including the member elected by the holders of the Preferred Stock) and designate one additional member of the Issuer Board. The term of the additional member of the Issuer Board designated by WCAS VII pursuant to the immediately preceding sentence shall expire simultaneously with the expiration of the term of the member of the Issuer Board designated by the holders of the Preferred Stock, and the Issuer Board shall thereupon consist of five members as contemplated by the first two sentences of this Section 4.1(a); PROVIDED that the right of WCAS VII to enlarge the Issuer Board and to designate one additional member shall be reinstated in accordance with, and subject to the provisions of this Section 4.1(a), at any subsequent time at which the holders of the Preferred Stock are entitled to elect one member of the Issuer Board. (cb) The right Each Holder and the Issuer agrees that if, at any time, it is entitled to vote for the removal of directors of the Issuer, it will not vote any of its Voting Securities in favor of the removal of any Sponsor to designate a director who shall have been designated or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings agrees to cause each individual designated nominated pursuant to Section 2.01(a4.1(a) unless such removal shall be for Cause or 2.03 the Person entitled to be nominated designate or nominate such director shall have consented to serve as such removal in writing. Removal for "Cause" shall mean removal of a director on because of such director's (a) willful and continued failure to substantially perform his duties with the BoardIssuer in his established position, and (b) willful conduct which is significantly injurious to take all other necessary actions the Issuer, monetarily or otherwise, or (including calling c) conviction for, or a special meeting of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in this Section 2.01guilty plea to, a felony.

Composition of the Board. 4.2.1 On and from the Effective Date, the Minority Shareholders shall have the right, but not the obligation, to jointly appoint up to 2 (atwo) The Directors on the Board will consist (each a “Minority Shareholder Director”), provided that, so long as a Minority Shareholder is an employee of five directorsthe Company, such Minority Shareholder (and not any other individual nominated by such Minority Shareholder) shall hold office as a Minority Shareholder Director. For the avoidance of whom two directors will doubt, if a Minority Shareholder ceases to be designated by Trinity an employee of the Company, then such Minority Shareholder shall be entitled to either hold office as a Minority Shareholder Director or nominate any other individual to hold office as a Minority Shareholder Director. If a Minority Shareholder is entitled to appoint any other individual to hold office as a Minority Shareholder Director and such other individual is appointed as a Minority Shareholder Director, then the relevant Minority Shareholder which has nominated such Minority Shareholder Director may, at any time, remove from office such Minority Shareholder Director and, if desired, appoint another individual as a Minority Shareholder Director in his or her place. 4.2.2 On and from the Effective Date, Mold-Tech shall have the right, but not the obligation, at all times to appoint the majority of the total number of Directors on the Board (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (Directors appointed by Mold-Tech being the “Trinity Investor Directors”). Of those directors who are not Mold-Tech may, at any time, remove from office any Investor Director and, if desired, appoint another individual as an Investor Director in his or her place. 4.2.3 So long as Minority Shareholder 1 is an employee of the Trinity DirectorsCompany and a Director of the Company, one director will Minority Shareholder 1 shall be designated by Intersouth (such designee initially to be Xxx Xxxx) (considered as the “Intersouth Directorresponsible officer”), one director will be the Chief Executive Officer “authorised officer”, the “compliance officer”, the “officer having knowledge”, the “officer in charge”, “officer in default” or “employer of SciQuest for the employees” of the Company, and so long as he Minority Shareholder 1 is an employee of the Company and a Director of the Amtran, Minority Shareholder 1 shall be considered as the “responsible officer”, the “authorised officer”, the “compliance officer”, the “officer having knowledge”, the “officer in charge”, “officer in default” or she is employed by SciQuest“employer of the employees” of Amtran, in each case, for the purposes of any statutory and/or regulatory compliance requirements under Applicable Law. The Company further agrees and undertakes that: (a) it shall not identify or designate, and one director will be an independent director designated collectively cause Amtran to not identify or designate, any of the Investor Directors or Minority Shareholder 2 or any individual nominated by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (Minority Shareholder 2 as a Minority Shareholder Director as the “Independent Directorresponsible officers”). A designee of Trinity will act as , the Chairman “authorised officers”, the “compliance officers”, the “officers having knowledge”, the “officers in charge”, “officers in default” or “employers of the Board. The Independent Director will not be either an “Affiliateemployees” or an “Associate” (as such terms are used within of the meaning of Rule 12b-2 under Company and/or Amtran for the Exchange Act) purposes of any Sponsor. statutory and regulatory compliance requirements under Applicable Law; and (b) Each Stockholder entitled to vote shall appoint suitable persons for the election purposes of directors to such statutory and regulatory compliance requirements under the Board agrees that it will vote its Shares or execute a proxy or written consentApplicable Law, as the case may be, and take all other necessary actions (including causing SciQuest Holdings to call a special meeting of stockholders) in order to ensure that the composition Investor Directors, Minority Shareholder 2, and any individual nominated by Minority Shareholder 2 as a Minority Shareholder Director do not incur any liability on account of holding office as Directors. In the Board event that any notice is as set forth in this Section 2.01. (c) The right of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided received by the Aggregate Ownership of such Common Shares Company and/or Amtran from any Governmental Authority or any proceedings are initiated by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth any Governmental Authority in this Section 2.01 will terminate as to which any Person when such Person’s right to designate a director is terminated. (d) SciQuest Holdings agrees to cause each individual designated pursuant to Section 2.01(aInvestor Director(s) or 2.03 to be Minority Shareholder 2 or any individual nominated to serve by Minority Shareholder 2 as a director on Minority Shareholder Director is included as an “officer in default”, the Board, Company shall take (and cause Amtran to take all other take) necessary actions (including calling a special meeting of the Board and/or stockholders) steps to ensure that the composition name(s) of the Board such Investor Director(s) and/or Minority Shareholder 2 and/or any individual nominated by Minority Shareholder 2 as a Minority Shareholder Director is excluded/deleted and such Investor Director(s) and/or Minority Shareholder 2 and/or any individual nominated by Minority Shareholder 2 as set forth in this Section 2.01a Minority Shareholder Director is indemnified, defended, and held harmless against such notice or proceedings.

Composition of the Board. i. From and after the Common Shares Closing and until the conversion of the Preferred Shares into Common Stock pursuant to the terms of the Certificate of Designations (the "Conversion"), each Stockholder shall vote all of its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2: (1) The authorized number of directors on the Board shall be estblished at eight directors; and (2) The following individuals shall be elected to the Board: (a) The Board will consist of five directorsfour representatives nominated by the Ginsburgs, of whom two directors will who shall initially be designated by Trinity (such designees initially Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and one additional representative to be Xxxxxxx X. XxXxxx and Xxxx X. Xxxxxx) (nominated by the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will be designated by Intersouth (such designee initially to be Xxx Xxxx) (the “Intersouth Director”), one director will be the Chief Executive Officer of SciQuest for so long as he or she is employed by SciQuest, and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman of the Board. The Independent Director will 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 any SponsorGinsburgs. (b) Each Stockholder entitled two representatives nominated by Westar, and (c) two representatives who shall not be officers or employees of the Company or of Westar or related by blood or marriage to vote for or affiliated with any of the election of directors Ginsburgs (the "Independent Directors") nominated mutually by the Stockholders; and (3) If at any time prior to the Conversion, Westar Transfers Shares to a Non-Affiliate, Westar shall forfeit the right to nominate (a) one Board agrees that seat if it will vote its Shares Transfers 40% or execute a proxy or written consentmore but less than 75% of the Shares, as the case may bewhich Board seat shall thereafter become an Independent Director seat, and (b) two Board seats if it Transfers 75% or more of the Shares. ii. After the Conversion, each Stockholder shall vote all of its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that, subject to the remainder of this Section 2: (1) The authorized number of directors on the Board shall be established at nine directors; and (2) The following individuals shall be elected to the Board: (a) three representatives nominated by the Ginsburgs, (b) three representatives nominated by Westar, (c) three representatives who shall be Independent Directors nominated mutually by the Stockholders; and (3) If at any time after the Conversion, Westar Transfers Shares of Common Stock (including causing SciQuest Holdings those acquired upon Conversion) to call a special meeting of stockholdersNon-Affiliate, Westar shall forfeit the right to nominate (a) in order to ensure that the composition one Board seat if it Transfers 25% or more but less than 45% of the Shares, which Board is as set forth in this Section 2.01.seat shall thereafter become an Independent Director seat, (b) two Board seats if it Transfers 45% or more but less than 70% of the Shares, which Board seats shall thereafter become Independent Director seats, and (c) three Board seats if it Transfers 70% of more of the Shares. iii. Any committees of the Board shall be created and the composition thereof determined only upon the approval of not less than one Xxxxxxxx nominee, one Westar nominee and one Independent Director. iv. The right removal from the Board (with or without cause) of any Sponsor representative nominated hereunder shall be at the written request of the Person nominating such representative, but only upon such written request and under no other circumstances, subject to designate a director or directors pursuant to this Article 2 will (i) be reduced to the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminatedapplicable law. (d) SciQuest Holdings agrees to cause each individual designated pursuant to Section 2.01(a) v. In the event that any representative nominated hereunder resigns, is removed or 2.03 to be nominated otherwise ceases to serve as a director member of the Board during his term of office, the resulting vacancy on the Board shall be filled by a representative nominated by the Person nominating such representative as provided hereunder. 5 vi. No transferee of Stockholder Shares (including Common Stock issued upon Conversion), other than Permitted Transferees, shall have any right hereunder to cause any representatives to be appointed to the Board. vii. The Company agrees to include each such designated nominee to be added to or retained on the Board pursuant to this Agreement in the slate of nominees recommended by the Board to the Company's stockholders for election as directors and shall use its best efforts to cause the election or reelection of each such nominee to the Board, and to take all other necessary actions (including calling a special meeting soliciting proxies in favor of the Board and/or stockholders) to ensure that the composition election of the Board is as set forth in this Section 2.01such persons.

Composition of the Board. (ai) The For so long as (A) the 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 Equity Securities of PubCo entitled to vote in the election of Directors of greater than 50% and (B) PubCo qualifies as a controlled company under applicable rules of the securities exchange on which PubCo’s Equity Securities are listed (clause (A) together with clause (B), “Controlled Company Eligible”), subject to Section 2.1(b)(ii), PubCo shall take all Necessary Action to include in the slate of nominees recommended by the Board will consist for election as Directors at each applicable annual or special meeting of five directorsstockholders at which Directors are to be elected, (x) at any annual meeting following which the term of whom two directors will the Class I Directors is expiring, not less than one individual designated by the ORC Principal Representative and not less than one individual designated by the Xxxx Principal 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 Principal Representative and not less than one individual designated by the Xxxx Principal 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 Principal 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 Trinity the ORC Principal Representative and the Xxxx Principal Representative shall be determined as follows: (such designees initially to be Xxxxxxx X. XxXxxx and Xxxx X. XxxxxxA) (For as long as PubCo remains Controlled Company Eligible, the “Trinity Directors”). Of those directors who are not the Trinity Directors, one director will total number of Directors that may be designated by Intersouth the ORC Principal Representative and the Xxxx Principal Representative (such designee initially to be Xxx Xxxxtaken together) (the “Intersouth Director”), one director will and nominated by PubCo shall be the Chief Executive Officer maximum number as may be so designated and nominated by PubCo without causing such violation. To the extent that the total number of SciQuest for so long as he or she Directors determined in accordance with the prior sentence is employed by SciQuestless than five, (x) such total number shall be apportioned between the ORC Principal Representative and one director will be an independent director designated collectively by Trinity and Intersouth (such designee initially to be Xxxxx X. Xxxxx) (the “Independent Director”). A designee of Trinity will act as the Chairman Xxxx Principal Representative proportionately in respect of the Board. The Independent Director will not be either an “Affiliate” or an “Associate” (as such terms are used within voting power of the meaning Equity Securities of Rule 12b-2 under the Exchange Act) of any Sponsor. (b) Each Stockholder PubCo entitled to vote for in the election of directors 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 Principal 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 preceding sentence, to offer to tender their resignation at least 60 days prior to the Board agrees that it will vote its Shares or execute a proxy or written consentexpected date of PubCo’s next annual meeting of stockholders (which resignation, for the avoidance of doubt, may be made effective as of the case may belast day of the term of such 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 other necessary actions (including causing SciQuest Holdings Necessary Action to call a special 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). (B) 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 be a number of individuals that, if elected, will result in the such designated Directors representing as nearly as possible (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 total 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 Principal Representatives shall take all Necessary Action to cause the appropriate number of ORC Directors or Xxxx Directors, as applicable in order to ensure that apportion the composition 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 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 slate of nominees recommended by the Board is for election as set forth in this Section 2.01Directors at the next annual meeting of stockholders) as may be necessary to comply with the foregoing clause (x). (ciii) The right All obligations under this Section 2.1(b) are in addition to, and not in lieu of or Amendment of, any obligation of any Sponsor to designate a director or directors pursuant to this Article 2 will (i) be reduced to party under the right to designate only one director at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares held by such Sponsor divided by the Aggregate Ownership of such Common Shares by all Stockholders is less than 5%. The obligations imposed on the Stockholders to give effect to the rights to designate directors set forth in this Section 2.01 will terminate as to any Person when such Person’s right to designate a director is terminatedXxxx XXX. (d) SciQuest Holdings 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 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 2.01.