Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) The Board shall consist of six members, of whom one shall be designated in accordance with the Company's Restated Certificate of Incorporation (the "CERTIFICATE") and Bylaws, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"), but who will otherwise be elected in accordance with the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer of the Company. (b) Each Shareholder entitled to vote for the election of directors to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled to vote for the election of directors to the Board shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB Nominee. (c) The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one member of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purpose.

Composition of the Board. (a) The Board shall consist of six membersnine directors, of whom one shall three directors will be designated in accordance with the Company's Restated Certificate of Incorporation by FP (the "CERTIFICATE") and Bylaws, one of whom shall be nominated an independent director designated by DLJMB (such director, a "DLJMB NOMINEE"FP), but who three directors will otherwise be elected in accordance with the Certificate and Bylaws, designated by TBW (one of whom shall be an independent director designated by NWIP (such director, a "NWIP DESIGNEE"TBW), one of whom shall director will be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE")GA-TEK, one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall director will be the chief executive officer of the CompanyCompany for so long as he or she is employed by the Company and one independent director will be designated by the CEO and the Institutional Shareholders, provided that such independent director shall not be either an "Affiliate" or an "Associate" (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of the 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 Shareholder entitled to vote for the election of directors to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities Shares or execute written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholdersShareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled to vote for the election of directors to the Board shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB Nominee. (c) The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, each Institutional Shareholder to designate three or nominate one member more members of the Board pursuant to this Article 2 shall (i) be reduced to the right to designate only one member of the Board at such time as the Aggregate Ownership of Common Shares by such Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Shareholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares by such Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Shareholders is less than 5%. The right of GA-TEK to designate one member of the Board, shall terminate at such time as the number Aggregate Ownership of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than GA-TEK and its Permitted Transferees falls below 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' GA-TEK's Initial Ownership, . The obligations imposed on the Shareholders to give effect to the rights to designate directors set forth in Section 2.01 shall terminate as the case may be. So long to any Person when such Person's right to designate a director is terminated. (d) The Company agrees to cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of director on the Board. Individuals affiliated with , and to take all other necessary actions (including calling a particular Shareholder or group of Shareholders shall not constitute a majority special meeting of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject and/or shareholders) to (and to the extent not inconsistent with) the foregoing, in the event ensure that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member composition of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated is as set forth in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purposethis Section 2.01.

Composition of the Board. (a) The As soon as practicable after the Tranche 1Closing (as defined in the Securities Purchase Agreement), the Investor shall notify the Board shall consist in writing of six members, the name of whom one the individual that the Investor designates as the individual who shall be designated appointed to the Board in accordance connection with the Company's Restated Tranche 1 Closing. The Company and the Board agree to take such actions reasonably necessary to appoint such individual to the Board as soon as practicable following the Tranche 1 Closing (subject to compliance with all applicable Laws and Exchange Regulations). Such individual shall be qualified to serve under any applicable requirements, and shall serve in a manner consistent with the terms of the Certificate of Incorporation (the "CERTIFICATE") and Bylaws, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"), but who will otherwise be elected in accordance with the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer of the Company. (b) Each Shareholder entitled to vote for As soon as practicable after the election Tranche 2 Closing (as defined in the Securities Purchase Agreement), if any, or at such other time as the Investor beneficially owns twenty-five percent (25%) or more of directors the Common Stock then-outstanding (the “Board Threshold Date”), the Investor shall notify the Board in writing of the name of the individual that the Investor designates as the individual who shall be appointed to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities in connection with the Tranche 2 Closing or execute consentsfollowing the Board Threshold Date, as the case may be, applicable. The Company and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled agree to vote for the election of directors take such actions reasonably necessary to appoint such individual to the Board as soon as practicable following the Tranche 2 Closing or Board Threshold Date, as applicable(subject to compliance with all applicable Laws and Exchange Regulations, including the requirement that the Board be comprised of a majority of independent directors). Such individual shall be required qualified to vote its shares serve under any applicable requirements, and shall serve in a manner consistent with the terms of Equity Securities or execute consents, as the case may be, or take any other action (including causing Certificate of Incorporation and Bylaws. The Company will undertake commercially reasonable efforts to add one additional independent director to the Company Board if necessary to call a special meeting comply with Nasdaq requirements in connection with the appointment of shareholders) in order to elect the DLJMB Nomineesecond Investor Designated Director. (c) The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one member of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, Investor beneficially own less than a majority owns fifteen percent (15%) or more of the Voting StockCommon Stock outstanding, such Strategic Investors' designees will constitute less than the parties hereto shall use commercially reasonable efforts (subject to compliance with all applicable Laws and Exchange Regulations) to cause there to be one Investor Designated Director elected as a majority member of the Board. Individuals affiliated In the event the Investor beneficially owns less than fifteen percent (15%) of the Common Stock outstanding, the Investor shall have no right to designate any Investor Designated Directors, and, at the request of the Board, shall cause any Investor Designated Directors then in office to resign immediately upon such event. (d) So long as the Investor beneficially owns twenty-five percent (25%) or more of the Common Stock outstanding, the parties hereto shall use commercially reasonable efforts (subject to compliance with all applicable Laws and Exchange Regulations) to cause there to be a particular Shareholder total of two Investor Designated Directors elected as members of the Board. In the event the Investor beneficially owns less than twenty-five percent (25%) of the Common Stock outstanding, then, subject to Section 2.01(c), Investor shall lose the right to designate one of the two Investor Designated Directors, and, at the request of the Board, shall cause one of the Investor Designated Directors then in office to resign immediately upon such event. (e) At each stockholders’ meeting of the Company at which directors will be elected, if the Investor is eligible to designate one or group of Shareholders shall not constitute a majority more members of the Board unlessin accordance with this Section 2.01, at the Investor shall be entitled, any time such individuals are elected, such Shareholder or group of Shareholders owns a majority prior to the mailing of the outstanding Voting Stock. Subject applicable proxy statement of the Company, to (propose and to the extent not inconsistent with) the foregoing, in the event that the right nominate such number of any Shareholder pursuant to this Section 2.01 to designate or nominate a member Investor Designated Directors as members of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate terms and bylawsconditions of this Section 2.01. No member The Company and the Board will include the persons so nominated by the Investor in each slate of directors proposed, recommended or nominated for election by the Company or the Board and will (unless the Board determines, after consultation with its outside legal counsel, that it would be inconsistent with its fiduciary obligations to stockholders of the Board designated as described Company under applicable Laws and Exchange Regulations) recommend and use commercially reasonable efforts to cause the election of such persons nominated. The Company agrees to use commercially reasonable efforts to solicit proxies for such nominees for director from all holders of voting stock entitled to vote thereon. Such nominees shall serve in a manner consistent with the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purposeterms of the Certificate of Incorporation and Bylaws.

Composition of the Board. (a) The Following the Closing, the size of the Board shall consist of six members, of whom one shall may be designated in accordance with increased or decreased as permitted by the Company's Restated By-Laws and Certificate of Incorporation (the "CERTIFICATE") and Bylaws, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"), but who will otherwise be elected in accordance with the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer of the CompanyCompany as in effect from time to time. (b) Following the Closing, the Board shall include the Independent Directors, the present Chief Executive Officer of the Company as long as he is the Chief Executive Officer of the Company (and thereafter may include any successor to such officer) and the nominee of Glencore pursuant and subject to the provisions of Section 5.1(c). Each Shareholder entitled Independent Director shall remain in office until his or her successor as Independent Director has been duly nominated and elected or appointed as a Director. Upon the resignation, retirement or other removal from office of any Independent Director, the remaining Independent Directors shall as promptly as practicable designate and nominate a new candidate (who must meet the requirements of an Independent Director) to vote for fill such office subject in each case to the election consent of directors a majority of the Directors on the Nominating Committee, which (subject to the exercise of their fiduciary duties) shall not be unreasonably withheld. (c) Following the Closing, Glencore shall have the right to submit to the Board (other than DLJMB) agrees that it will vote its shares the name of Equity Securities one Class I nominee to stand for election to the Board at any Company annual meeting of stockholders or execute consentsat any special meeting at which Class I nominees, as the case may be, and take all other necessary action (including causing the Company will stand for election. With respect to call a special meeting of shareholders) in order to ensure that the composition of any such annual meeting, Glencore shall provide the Board is with written notice of its nominee, and such other information as may be required by the Company’s By-Laws or set forth in this Section 2.01, PROVIDED that no Shareholder entitled to vote the Company’s proxy statement for the election of directors previous year’s annual meeting, at least 120 days prior to the Board date the Company held the previous year’s annual meeting and shall provide such information as soon as practicable in advance of any special meeting. Glencore’s nominee shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB Nominee. (c) The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one member of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, included in the aggregateBoard’s slate, beneficially own less than subject to the consent of a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority members of the Board’s nominating committee, which consent shall be subject to the reasonable exercise of the fiduciary duties of such members. Individuals affiliated with a particular Shareholder or group of Shareholders If such consent shall not constitute a majority of the Board unless, at the time be given with respect to such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member of the Board terminatesnominee, the Board Company shall nevertheless continue give immediate notice to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee Glencore so that Glencore may submit another nominee for any purposeconsideration.

Composition of the Board. (a) The Board shall consist of six membersnine directors, of whom one shall three directors will be designated in accordance with the Company's Restated Certificate of Incorporation by FP (the "CERTIFICATE") and Bylaws, one of whom shall be nominated an independent director designated by DLJMB (such director, a "DLJMB NOMINEE"FP), but who three directors will otherwise be elected in accordance with designated by the Certificate and Bylaws, CVC Entities (one of whom shall be an independent director designated by NWIP (such director, a "NWIP DESIGNEE"the CVC Entities), one of whom shall director will be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE")Japan Energy, one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall director will be the chief executive officer of the CompanyCompany for so long as he or she is employed by the Company and one independent director will be designated by the Chief Executive Officer and the Institutional Shareholders, provided that such independent director collectively designated by the Chief Executive Officer and the Institutional Shareholders, (i) shall not be either an "Affiliate" or an "Associate" (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of the 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 Shareholder entitled to vote for the election of directors to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities Shares or execute written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholdersShareholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled to vote for the election of directors to the Board shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB Nominee. (c) The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, each Institutional Shareholder to designate three or nominate one member more members of the Board pursuant to this Article 2 shall (i) be reduced to the right to designate only one member of the Board at such time as the Aggregate Ownership of Common Shares by such Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Shareholders is less than 10% and (ii) terminate at such time as the Aggregate Ownership of Common Shares by such Institutional Shareholder divided by the Aggregate Ownership of such Common Shares by all Shareholders is less than 5%. The right of Japan Energy to designate one member of the Board, shall terminate at such time as the number Aggregate Ownership of shares of Equity Securities held Common Shares by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than Japan Energy and its Permitted Transferees falls below 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Japan Energy's Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, beneficially own less than a majority Ownership of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purpose.Common

Composition of the Board. At and following the Closing, each of the Partners, Sponsor and Rollover Seller, severally and not jointly, agrees with PubCo to take all Necessary Action, for so long as any Party still has director nomination rights hereunder, to cause the full Board to be composed of at least nine (a9) directors inclusive of the directors nominated by each of the Partners and Rollover Seller pursuant to their respective director nomination rights in accordance with this Article II. The Board Partners shall consist have the right to nominate such number of six membersdirectors (each, a “Partner Director”) as determined pursuant to . The Rollover Seller shall have the right to designate such number of whom one shall directors (each, a “Rollover Director”) as determined pursuant to ; provided, ing the - respect to service on the audit committee of the Board). At any time that the Company is no longer considered a “controlled company” under the NYSE Rules, if the Partners and of such nominees must be designated independent, and if the Partners and Rollover Seller are entitled to a majority of such nominees must be independent. At and following the Closing, but subject to Sections and , each of the Partners and Rollover Seller, severally and not jointly, agrees with PubCo to take all Necessary Action to the extent permitted by Delaware General Corporation Law and the Organizational Documents, to -year terms as follows, the terms of such directors to expire in accordance with the Company's Restated Certificate applicable provisions of Incorporation the Delaware General Corporation Law and PubCo’s bylaws: (the "CERTIFICATE"i) and Bylaws, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"), but who will otherwise be elected in accordance with the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), ii) Director and one of whom shall be the chief executive officer of the Company. (iii) (b) Each Shareholder entitled to vote for the election of directors to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities or execute consents, as the case may be, and Partner Representation. PubCo shall take all other necessary action (including causing Necessary Action to include in the Company to call a slate of nominees recommended by PubCo for election as directors at each applicable annual or special meeting of shareholders) stockholders at which directors are to be elected a number of individuals designated by the Partners that, if elected, will result in order to ensure the Partners having a number of directors serving on the Board as shown below (it being understood that the composition number of directors shall be determined as of the record date for such annual or special meetings): Common Stock Beneficially Owned by the Partners (excluding Common Stock Beneficially Owned by the Rollover Seller) as a Percentage of the Common Stock Beneficially Owned by the Partners (excluding Common Stock Beneficially Owned by the Rollover Seller) on the Closing Date Number of Partner Directors 4 For so long as the Board is as set forth in this Section 2.01divided into three classes, PROVIDED that no Shareholder entitled to vote for the election of directors to the Board shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB Nominee. (c) The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one member of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) permitted by Delaware General Corporation Law and the foregoingOrganizational Documents, in PubCo agrees to take all Necessary Action to apportion the event that Partner Directors among such classes so as to maintain the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member proportion of the Board terminates, Partner Directors in each class as nearly as possible to the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member relative apportionment of the Board designated Partner Directors among the classes as described contemplated in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purpose.Section . (c)

Composition of the Board. (a) The Company shall take all action necessary to, as of the date hereof, (i) cause the size of the Board shall consist to be increased to nine (9) members and (ii) appoint Xxxxx X. Xxxxxx, Xx. to fill the vacancy created by expanding the size of six membersthe Board. The parties agree that, subject to the right of whom one shall be designated in accordance with the Company's Restated Certificate of Incorporation (Former Greater Media Stockholders to reappoint him pursuant to Section 4(b) below, Xx. Xxxxxx will serve a term that expires at the "CERTIFICATE") and Bylaws, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"), but who will otherwise be elected in accordance with the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer 2017 annual meeting of the Company’s stockholders. (b) Each Shareholder Unless and until there has occurred a Fall-Away of Board Rights, the Former Greater Media Stockholders shall be entitled to appoint one director to serve on the Board, subject to such Person’s satisfaction of the Director Qualification Standards. The Company shall (i) include the Former GM Stockholder Director Designee in its slate of nominees for election to the Board at each annual or special meeting of the stockholders of the Company at which directors are to be elected and at which the seat held by the Former GM Stockholder Director Designee is subject to election and (ii) recommend that the Company’s stockholders vote for in favor of the election of directors to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities Former GM Stockholder Director Designee at each such annual or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) the Company’s stockholders and shall otherwise support such Former GM Stockholder Director Designee in order to ensure that a manner no less rigorous and favorable than the composition of manner in which the Board is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled Company supports its other nominees. The Xxxxxxx Family Stockholders agree to vote for all of their Shares in favor of the election of the Former GM Stockholder Director Designee at each annual or special meeting of the stockholders of the Company at which directors are to be elected. The Company and the Board shall take all reasonably necessary actions to ensure that, at all times when a Former GM Stockholder Director Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. For the avoidance of doubt, the Former Greater Media Stockholders shall not be required to vote its shares comply with the advance notice provisions generally applicable to the nomination of Equity Securities or execute consents, directors by the Company so long as the case may be, or take any other action (including causing Former Greater Media Stockholders provide reasonable advance notice to the Company of the Former GM Stockholder Director Designee prior to call a special meeting the mailing of shareholders) in order the proxy statement by the Company (provided, that the Company shall provide reasonable advance notice to elect the DLJMB NomineeFormer Greater Media Stockholders of the expected mailing date of the proxy statement). (c) Any Former GM Stockholder Director Designee may resign, or may be removed either (i) with or without cause solely at the direction of the Former Greater Media Stockholders, or (ii) by the affirmative written vote or written consent of a majority of the remaining members of the Board upon death, disability, incapacity or disqualification of such member of the Board. The Former Greater Media Stockholders shall have the exclusive right of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one a replacement for such member of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the first sentence of Section 4(b) above, which individual shall be appointed and approved by the Board in the manner provided by the Company's Certificate ’s organizational documents for the filling of vacancies on the Board. (d) For the avoidance of doubt, the Former GM Stockholder Director Designee shall be entitled (i) to the same retainer, equity compensation and bylaws. No member other fees or compensation, including travel and expense reimbursement, paid to the other non-executive directors of the Board designated Company for the Former GM Stockholder Director Designee’s service as described a director and (ii) to indemnification rights no less favorable than those provided to any other non-employee directors of the Company and the Company shall maintain in full force and effect commercially reasonable directors’ and officers’ liability insurance coverage. Each Former GM Stockholder Director Designee shall be covered as an insured director of the Company, in such a manner as to provide each such director in the preceding sentence will be deemed Former GM Stockholder Director Designee’s capacity as a NWIP Designee or a DLJMB Nominee for director of the Company with rights and benefits under all directors’ and officers’ insurance policies no less favorable than those provided to any purposeother non-employee directors of the Company.

Composition of the Board. (a) The As of the date hereof, the Board of the Company shall consist of six membersten (10) Directors. (i) Subject to the other provisions of this Article II, GICo shall have the right to designate four (4) persons (and following the Distribution, each of whom GAP and OH shall have the right to designate two (2) persons) for nomination by the Nominating Committee as Directors to the Board, provided that at least two (2) of such persons shall at all times be NYSE Independent Directors (and following the Distribution, at least one (1) person designated by each of GAP and OH shall be a NYSE Independent Director). At the date hereof such persons shall be as identified on Exhibit A as GICo Directors. (ii) As of the date hereof, the Chief Executive Officer shall be a Director. (iii) As of the date hereof, the remaining Directors shall be as identified on Exhibit A as Other Directors, and thereafter shall be such persons as determined by the Nominating Committee, provided that (x) for so long as the Company is listed on the NYSE, at least a majority (or such greater number as then required by the listing standards of the NYSE) of all Directors shall be NYSE Independent Directors and (y) not less than that number of Directors as is needed for service on the Audit Committee (or such greater number as then required by applicable law including the rules and regulations of the NYSE and the SEC) shall be SEC Independent Directors. (iv) The Board may increase or decrease the number of Directors in accordance with Applicable Law and the Charter. (b) There shall be a Nominating Committee which shall determine a slate of directors for nomination for election to the Board of Directors at each annual general meeting of the Company at which a class of directors is scheduled to retire and who shall determine nominees to fill any vacancies in accordance with the requirements herein. The Nominating Committee shall nominate those persons designated by the Shareholders in accordance with this Agreement and shall nominate such other persons determined in accordance with this Agreement. The Nominating Committee shall consider any persons suggested for nomination by any other shareholder in accordance with the Company's Restated Certificate ’s corporate governance guidelines and any requirements of Incorporation Applicable Law or the listing standards of the NYSE. The size and membership of the Nominating Committee shall be determined by the Board and shall, to the extent practicable, be comprised of that number of designees of GICO (and following the "CERTIFICATE"Distribution, designees of each of GAP and OH) as is proportional to the number of Directors who are designees of GICo (and following the Distribution, designees of each of GAP and OH) and Bylawsare on the Board at that time; provided, one that it being understood that for so long as any of whom GAP or OH is entitled to nominate a Director, such proportional number shall not be less than one. The remaining members shall be nominated by DLJMB Directors who are not designees of either such Shareholder. (such director, a "DLJMB NOMINEE"), but who will otherwise be elected c) At each annual general meeting of the Company where Directors are scheduled to retire in accordance with the Certificate and BylawsCharter, one of whom shall be designated by NWIP the Shareholders (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer other than WB) agree to vote their Common Shares in favor of the Companyelection of all of the Directors nominated by the Nominating Committee. (bd) Each Shareholder entitled to vote for the election of directors to Casual vacancies on the Board (other than DLJMBincluding those resulting from actions pursuant to Section 2.02) agrees shall be filled by a Person designated by the Board who shall serve only until the next annual general meeting whereupon the Shareholders shall vote for that it will vote its shares Director in accordance with Section 2.01(b). (e) Subsequent to the date hereof, in the event of Equity Securities or execute consentsany changes in the Ownership Percentage of GICo (and following the Distribution, as each of GAP and OH), GICo (and following the Distribution, each of GAP and OH) shall be entitled to designate to the Nominating Committee the number of GICo Directors (and following the Distribution, the number of GAP Directors in the case may beof GAP and the number of OH Directors in the case of OH) which corresponds to its Ownership Percentage pursuant to the following table, provided that, at least a majority of such designees of GICo (and take following the Distribution, a majority of such designees of each of GAP and OH) (or, if the number of such persons shall be two, then one of such persons) shall at all other necessary action times be NYSE Independent Directors: GICo (including causing and following the Company Distribution, each of GAP and OH) shall agree to call a special meeting of shareholders) in order proportionate modifications to ensure that the composition of the Board is as Ownership Percentage chart set forth in this Section 2.012.01(b) to reflect the number of Directors which GICo (and following the Distribution, PROVIDED that no Shareholder each of GAP and OH) shall be entitled to vote for designate to the election Nominating Committee at various Ownership Percentages after giving effect to all increases to the size of directors to the Board contemplated by Section 2.01(a)(iv). A majority of the Board shall at all times have the right to determine whether or not the Chief Executive Officer shall be required entitled to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call be a special meeting of shareholders) in order to elect the DLJMB NomineeDirector. (cf) The right If, at any time, the Ownership Percentage of NWIPGICo (and following the Distribution, Eagle Rivereach of GAP and OH) is reduced (by Transfer, DLJMB issuance of new Common Shares by the Company or MDPotherwise in compliance with this Agreement), as the case may be, to designate or nominate one member of the Board pursuant to this Article shall terminate at such time as that the number of shares Directors that GICo (and following the Distribution, each of Equity Securities held GAP and OH) is entitled to designate pursuant to Section 2.01(e) is reduced by one (1) or more Directors, then GICo (and following the Distribution, each of GAP and OH) shall promptly cause such number of its then-designated Directors equal to the number by which the number of its designated Directors has been so reduced as aforesaid to resign from the Board. Such vacant Director position(s) shall be filled by the Nextel ShareholdersBoard in accordance with the Charter and this Agreement. Notwithstanding that GICo (and following the Distribution, each of GAP and OH) is no longer entitled to designate one (1) or more persons to serve as Directors pursuant to Section 2.01(e), nothing herein shall preclude an Affiliate, director, officer, partner, associate or employee of GICo (and following the Distribution, each of GAP and OH) from serving on the Board if such person is elected by the shareholders of the Company in accordance with this Section 2.01(f). (g) To the extent that GICo (and following the Distribution, each of GAP and OH) is entitled to designate at least one (1) Director pursuant to Section 2.01(e), the Qualified Eagle River EntitiesCompany and the Shareholders (other than WB) shall cause the Board to cause the compensation committee, audit committee, Nominating committee and any other committee of the Qualified DLJ Entities or Board, if any, to include at least one (1) designee of GICo (and following the Qualified MDP Entities as Distribution, each of GAP and OH) but only if in the case may be, is less than 50% of the Nextel Shareholders'audit committee, Eagle River'ssuch designee is an Independent Director and (y) in the case of the compensation committee and the Nominating Committee, such designee is an NYSE Independent Director and an SEC Independent Director if the DLJ Entities' or same is then required by the MDP Entities' Initial Ownershiplisting standards of the NYSE and SEC Rules, as the case may be. So long as The Board shall not create an executive committee without the Strategic Investorsconsent of GICo (and following the Distribution, in each of GAP and OH), other than any special committee of Independent Directors established by the aggregateBoard for a specific purpose. This right to appoint Persons to the committees of the Company shall, beneficially own at all times be subject to such designees satisfying any other requirements of Applicable Law and the NYSE Listing Standards. If any such requirement is applicable to less than all (but not all) the members of such committee, such requirement shall nevertheless be satisfied by each such designee unless compliance therewith is waived by agreement of GICo (and following the Distribution, each of GAP and OH). (h) [Reserved] (i) The Board shall hold regular meetings at least on a majority quarterly basis (which may be by means of video or telephonic conference call) unless otherwise approved by two-thirds of the Voting Stockmembers of the Board thereof, such Strategic Investors' designees will constitute less than including at least one (1) GICo Director (if a majority GICo Director is then appointed to the Board) (and following the Distribution, at least one GAP Director if a GAP Director is then appointed to the Board and at least one OH Director if an OH Director is then appointed to the Board). Subject to the Charter and Applicable Law, at any meeting of the Board. Individuals affiliated with a particular Shareholder or group , any GICo Director (and following the Distribution, any GAP Director and any OH Director) may designate any other GICo Director (and following the Distribution, any other GAP Director and any other OH Director, as the case may be) to serve as his proxy to cast his vote on any and all matters that may properly come before the Board at any such meeting. (j) The Company shall reimburse each of Shareholders shall not constitute a majority the Directors for all reasonable out-of-pocket expenses incurred in attending meetings of the Board unless, at the time such individuals are elected, such Shareholder or group and meetings of Shareholders owns a majority committees of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purposeBoard.

Composition of the Board. (a) The Effective as of the Closing, the Board shall consist initially be comprised of six members, 20 directors of whom one nine Directors shall be designated in accordance with Class A Directors nominated and elected solely by the Company's Restated Certificate of Incorporation (the "CERTIFICATE") and Bylaws, one of whom Class A Holders. Such initial nine Class A Directors shall be nominated apportioned equally among the three classes of Directors of the Company as determined by DLJMB the Class A Holders. Prior to the Closing, the Board shall take such action as is required under applicable law (such director, a "DLJMB NOMINEE"), but who will otherwise including increasing the size of the Board if necessary) to cause to be elected in accordance with to the Certificate and BylawsBoard, one of whom shall be designated by NWIP (such directoreffective upon the Closing, a "NWIP DESIGNEE")the initial Class A Nominees. Following the Closing, one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer size of the CompanyBoard may be increased or decreased as permitted by the By-Laws and Restated Charter of the Company as in effect from time to time. (b) Each Shareholder At least 30 days prior to its distribution of its proxy statement or information statement with respect to each meeting of stockholders at which Directors are to 123 be elected, the Company shall notify the Class A Holders as to the number of Class A Nominees that the Class A Holders are entitled to vote for designate (calculated based on the election estimated Ownership Percentage as of directors the anticipated record date). BNP, on behalf of the Class A Holders, shall notify the Company of the identity of the Class A Nominees designated pursuant to this Section and shall provide to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities or execute consents, as Company any information regarding such Class A Nominees required by the case may be, Exchange Act and take all other necessary action (including causing the Company rules and regulations promulgated by the Commission thereunder to call a special meeting of shareholders) in order to ensure that the composition of the Board is as be set forth in this Section 2.01such proxy statement or information statement (the "Proxy Information") on or prior to the close of business on the later of (x) the 15th day following its receipt of the Company's notice and (y) the 30th day prior to the Company's anticipated distribution of such proxy statement or information statement. Promptly following the record date, PROVIDED the Company shall advise the Class A Holders of the actual Ownership Percentage as of the record date and shall provide the Class A Holders with a reasonable opportunity to withdraw the name or names of previously submitted Class A Nominees (in the event that no Shareholder such holders are entitled to vote for elect fewer directors than previously estimated) or supplement the election list of directors Class A Nominees (in the event that such holders are entitled to nominate more Class A Nominees than previously estimated). The Proxy Information, on the date the proxy statement is first mailed to the Board Company's stockholders and on the date of the related stockholders meeting, shall be required not contain an untrue statement of a material fact or omit to vote its shares state any material fact necessary to make the statements therein, in light of Equity Securities or execute consentsthe circumstances under which they are made, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB Nomineenot misleading. (c) The right Company shall provide notice of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one member any meeting of the Board pursuant of Directors for which advance notice is required to this Article be given under the By-Laws in the manner and at the times required by such By-Laws. In order to assure timely receipt of any such notice, (i) BNP shall terminate at provide to the Company, or shall cause each Class A Director to provide to the Company (A) a fax number to which such time as notices may be sent by fax, or an e-mail address to which such notices may be sent by electronic e-mail and (B) an address to which notices may be sent by mail or recognized courier service, and (ii) the number Company shall provide any notice to each Class A Director of shares of Equity Securities held a Board meeting required by the Nextel Shareholderspreceding sentence (A) by fax or e-mail (as specified by such Director) not later than the date on which such notice is first required to be sent or given, and (B) by mail or recognized courier service, sent on such date, in each case in accordance with the Qualified Eagle River Entitiesdelivery instructions provided by BNP or such Director from time to time in accordance with clause (i) or if no such instructions are provided, to such Class A Director in care of BNP at its principal executive offices. Each Class A Director shall be responsible for providing the Qualified DLJ Entities or Company with the Qualified MDP Entities as the case may be, is less than 50% information specified in clause (i) of the Nextel Shareholders', Eagle River's, the DLJ Entities' preceding sentence and any changes to such information that may be applicable from time to time. (d) No Person who is not an officer of BNP or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investorsany of its Affiliates shall be a Class A Nominee and no Person who is not an officer of BNP or any of its Affiliates shall be permitted to fill any vacancy created with respect to any Class A directorship unless, in either case, such Person shall be reasonably satisfactory to the aggregate, beneficially own less than Board (as evidenced by a resolution duly adopted by the Directors constituting a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the entire Board unless, at prior to the time such individuals are elected, such Shareholder or group of Shareholders owns Person becomes a majority of the outstanding Voting StockClass A Nominee). Subject to (and to the extent not inconsistent with) the foregoing, in the event that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purpose.124

Composition of the Board. (a) The On and after the last date on which the Transactions are consummated (the “Effective Time”), the Holder shall have certain rights with respect to the nomination of directors to serve on the Board shall consist of six members, of whom one Directors. Any director so nominated by the Holder shall be designated in accordance with the Company's Restated Certificate of Incorporation (the "CERTIFICATE") and Bylaws, one of whom referred to as a “Founder Director.” Such nomination rights shall be as follows: (i) so long as the Aggregate Founder Ownership (as defined below) continues to be at least 25% of the total number of issued and outstanding shares of Common Stock as of the date of such calculation, the Holder shall be entitled to nominate one director to the Board of Directors (which, for the avoidance of doubt, could include himself); and (ii) Pubco hereby agrees (A) take all actions within its power to include any Founder Director nominated by DLJMB pursuant to this Section 1.01(a) as a nominee to the Board of Directors on each slate of nominees for election of the Board of Directors included in Pubco’s annual meeting proxy statement (such director, a "DLJMB NOMINEE"or consent solicitation or similar document), but who will (B) to recommend the election of any such nominee to the stockholders of Pubco and (C) without limiting the foregoing, to otherwise use its reasonable best efforts to cause any such nominee to be elected in accordance with to the Certificate and BylawsBoard of Directors, one including providing at least as high a level of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer of the Company. (b) Each Shareholder entitled to vote support for the election of directors such nominee as it provides to any other individual standing for election as a director. With respect to any person that will be nominated to be a director for the first time at an annual meeting (each person, a “First-Time Director Nominee”) by the Holder, the Holder shall nominate its First-Time Director Nominee by (A) delivering to Pubco its written statement at least 90 days prior to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities or execute consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition one-year anniversary of the Board preceding annual meeting nominating such First-Time Director Nominee and (B) setting forth such First-Time Director Nominee’s business address, telephone number, facsimile number and e-mail address; provided, however, that if the Holder shall fail to deliver such written notice, the Holder shall be deemed to have nominated the Founder Director previously nominated by the Holder who is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled to vote for the election of directors to currently serving on the Board shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB NomineeDirectors. (c) The right of NWIP, Eagle River, DLJMB or MDP, as the case may be, to designate or nominate one member of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purpose.

Composition of the Board. (a) The Pursuant to the Securities Purchase Agreement and in each case effective as of the Closing: (i) the Board shall consist take all necessary corporate action to increase the Total Number of Directors to six members, of whom one shall be designated in accordance with the Company's Restated Certificate of Incorporation (the "CERTIFICATE") and Bylaws, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"6), but who will otherwise be elected in accordance with including one (1) Initial Investor Designee; and (ii) the Certificate and Bylaws, one of whom Company shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be take all necessary corporate action to appoint the chief executive officer of Initial Investor Designee to the CompanyBoard. (b) Each Shareholder entitled to vote for From and after the election of directors Closing until the Sunset Date, subject to the Board terms and conditions of this Article II, the Lead Investor shall have the right (other than DLJMBbut not the obligation) agrees that it will vote its shares of Equity Securities or execute consents, as the case may beto designate, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that individuals nominated for election as Directors by or at the composition direction of the Board is or a duly-authorized committee thereof shall include, one (1) individual that meets the Designee Qualifications to serve as set forth in a Director (such individual whom the Lead Investor shall actually designate pursuant to this Section 2.012.1 and who qualifies to serve and is thereafter elected as a Director shall be referred to herein as an “Investor Designee”). Notwithstanding the foregoing provisions of this Section 2.1(b), PROVIDED that no Shareholder on and after the Sunset Date, or the earlier date on which any Investor Entity of the Lead Investor intentionally breaches Article III, Section 4.1 or Section 4.3 of this Agreement (the “Material Terms”) in any material respect and such breach continues after written notice from the Company and a ten (10) Business Day opportunity to cure, the Lead Investor shall not be entitled to vote for designate any individual to serve as a Director, and the election of directors Investor Designee shall not be entitled to the Board shall be required serve as a Director, in each case pursuant to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB Nomineethis Agreement. (c) The right In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of NWIPthe Investor Designee, Eagle River, DLJMB any individual nominated or MDP, as appointed by or at the case may be, to designate or nominate one member direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its reasonable best efforts to cause such vacancy to be filled by, a new designee of the Lead Investor who meets the Designee Qualifications, and the Company and the Board shall use reasonable best efforts, to the fullest extent permitted by Law, at any time and from time to time, to accomplish the same as soon as possible following such designation. (d) For any designation pursuant to this Article shall terminate at such time as Section 2.1 that occurs after the number Closing, in connection with an election of shares of Equity Securities held Directors by the Nextel Shareholdersshareholders of the Company, the Qualified Eagle River Entities, Lead Investor shall identify its designee by written notice to the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is Company no less than 50% ninety (90) days prior to the date of the Nextel Shareholders'meeting of shareholders of the Company called for the purpose of electing Directors or if later, Eagle River's, prior to the DLJ Entities' or 10th day after the MDP Entities' Initial Ownership, as public announcement of the case may bemeeting date. So long as an individual designated by the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, in the event that the right of any Shareholder Lead Investor pursuant to this Section 2.01 2.1 meets the Designee Qualifications, the Company shall, to designate the fullest extent permitted by Law, include such individual in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing Directors, and use its reasonable best efforts to cause the election of such individual to the Board, including nominating such individual to be elected as a Director as provided herein, recommending such individual’s election, soliciting proxies or nominate consents in favor thereof. (e) The Company shall at all times provide the Investor Designee (in his or her capacity as a member of the Board) with the same rights to indemnification, advancement of expenses and exculpation that it provides to other Directors. The Investor Designee and the Company shall execute a Director Indemnification Agreement as a condition to the Investor Designee’s election as a Director. The Investor Designee shall be entitled to receive from the Company and its Subsidiaries, if applicable, the same insurance coverage in connection with his or her service as a member of the Board terminatesor any committee thereof as is provided to other Directors. Such insurance coverage shall be provided through customary director and officer indemnity insurance on commercially reasonable terms. The Company shall at all times provide the Investor Designee with compensation, benefits and reimbursement (including of travel expenses) that it provides to the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purposeother Directors.

Composition of the Board. (a) The Parties intend to establish a highly qualified, first class, independent and diverse Board to lead the Company. The Board shall consist of six members, of whom one shall be designated in up to eleven Board Members including the Chairman/Chairwoman. In accordance with the Company's Restated Certificate of Incorporation (the "CERTIFICATE") and BylawsSwiss law, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"), but who will otherwise each Board Member must be elected in accordance with annually and individually by the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer of the Companyshareholders’ meeting. (b) Each Shareholder entitled Subject to vote Clauses 3.1(e) and 3.3(b): (i) the Founder shall have the right to designate one person for nomination by the Board for election by the shareholders’ meeting as Board Member and to designate replacements for such Board Member; (ii) CPPIB shall have the right to designate one person for nomination by the Board for election by the shareholders’ meeting as Board Member and to designate replacements for such Board Member; (iii) TCV shall have the right to designate one person for nomination by the Board for election by the shareholders’ meeting as Board Member and to designate replacements for such Board Member; who, in each case, satisfy any applicable requirements imposed by applicable law and this Agreement (each such Board Member being a “Nominee Director”). It is understood and agreed that in no event shall such persons’ affiliation with the Founder, CPPIB, or TCV (as applicable) make such persons ineligible to be members of directors the Board. The persons designated by the Founder, CPPIB and TCV will not need to be ‘independent’ for purposes of the Code of Best Practice, pursuant to Rule 10A-3 under the Exchange Act or pursuant to the Board (other than DLJMB) agrees that it will vote its shares of Equity Securities or execute consents, as the case may be, rules and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition regulations of the Board is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled to vote for the election of directors to the Board shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB NomineeNasdaq. (c) The If, and at any time, any Major Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to, and in accordance with, Clause 3.1(b) the Company (and each Major Shareholder to the extent of NWIPits powers to do so) shall procure that the Board nominates the person designated by such Major Shareholder for election as a Board Member and to use reasonable efforts to procure the election of the person designated by such Major Shareholder to the Board at each relevant shareholders meeting, Eagle Riverincluding by soliciting the vote of the shareholders to vote in favor of Board nominees and providing any other support that the Company or the Board provides to any other nominees to the Board. (d) If, DLJMB or MDPand at any time, any Major Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to Clause 3.1(b): (i) in the case may beof (i) the removal, resignation, retirement, death or disability of its relevant Board Member or (ii) the failure of the person designated by such Major Shareholder to be nominated for election to the Board at any shareholders’ meeting, the relevant Major Shareholder shall have the right, but not the obligation, to submit in writing to the Company a nomination for a replacement representative to the Board; and (ii) the Company agrees to nominate the person designated by such Major Shareholder as a new Board Member and undertakes to promptly call and hold an extraordinary shareholders’ meeting to elect the proposed person as a new Board Member. Until the new Board Member is elected, the Major Shareholder who designated such Board Member will have the right, but not the obligation, to designate a representative to attend, as an observer, the meetings of the Board. (e) The relevant Major Shareholder’s right to designate for nomination by the Board persons as the Board Members, and to propose replacements for Board Members, shall lapse if (i) the Founder directly or indirectly holds Shares with an aggregate nominal value representing less than 7.5% of the Share Capital or (ii) CPPIB directly or indirectly holds Shares with an aggregate nominal value representing less than 7.5% of the Share Capital or (iii) TCV directly or indirectly holds Shares with an aggregate nominal value representing less than 7.5% of the Share Capital. (f) The following persons shall serve as initial Nominee Directors: (i) Founder nominee: Carsten Koerl, CEO; (ii) CPPIB nominee: Xxxxx Xxxxxx; and (iii) TCV nominee: Xxxx Xxxxx. (g) The remaining Board Members shall be Independent Board Members with target diversity levels elected by the Shareholders and reasonably acceptable to the Nominating and Corporate Governance Committee. (h) The Parties agree to designate, nominate one member and elect the following Independent Board Members in an extraordinary shareholders’ meeting to be held prior to the Effective Date: (i) Xxxxxxx Xxxxxx (Chairman); (ii) Xxxxxx Fleet; (iii) Xxxx Xxxxxx; (iv) Xxxxxxx Xxxx Xxxxx; (Xxxxxxx Xxxxxx, Xxxxxx Fleet, Xxxx Xxxxxx and Xxxxxxx Xxxx Xxxxx or any successor of the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, Members listed in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority of the Board unless, at the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with3.1(h)(i) the foregoing, in the event that the right of any Shareholder pursuant to this Section 2.01 to designate or nominate a member of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member or members no longer designated by such Shareholder shall instead be designated - 3.1(h)(iv) appointed in accordance with the Company's Certificate Clause 3.4(b) shall herein also be referred to as “Classified Director(s)”); (v) Xxxxxxx Xxxxxx. (i) Subject to Clauses 3.3 and bylaws. No member 3.4, each Major Shareholder agrees to vote its Shares in favor of the Nominee Directors of the other Major Shareholders and the Independent Board designated as described Members listed in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purposeClause 3.1(h).

Composition of the Board. (a) The As soon as practicable following the Closing Date, Mpower, through its Board, shall cause to be duly appointed to its Board shall consist of six membersone individual designated by Parent, of whom one shall such initial person to be designated in accordance writing prior to the Closing Date; provided that the individual so designated, shall be reasonably acceptable to Mpower. Thereafter and until the first stockholder meeting of Mpower after the date on which the ICG Parties and their Affiliates, in the aggregate, Beneficially Own less than 5% of the Common Stock calculated on a Fully Diluted Basis, at each election of directors at which the term of the Parent Director will expire, the Board shall recommend for election to the Board one nominee, and shall use reasonable efforts to solicit proxies in favor of such nominee consistent with the Company's Restated Certificate of Incorporation (efforts used to solicit proxies for the "CERTIFICATE") and Bylawsother Board nominees, one of whom shall be nominated by DLJMB (such director, a "DLJMB NOMINEE"), but who will otherwise be elected in accordance with the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a "NWIP DESIGNEE"), one of whom Parent and who shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom shall be the chief executive officer of the Companyreasonably acceptable to Mpower. (b) Each Shareholder entitled to vote for of the election of directors to the Board (other than DLJMB) ICG Parties hereby agrees that it will vote at every meeting of Mpower's stockholders at which directors are to be elected, each of the ICG Parties and its Affiliates shall cause all of their shares of Equity Securities Common Stock to be represented either by proxy or execute consentsin person and to be voted in favor of all directors nominated by the Board. If directors are to be elected by written consent of Mpower's stockholders, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) in order to ensure that the composition each of the Board is as set forth ICG Parties and its Affiliates agree to execute written consents in this Section 2.01, PROVIDED that no Shareholder entitled to vote for favor of the election of directors to nominated by the Board shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholders) in order to elect the DLJMB NomineeBoard. (c) The right Until the first Board meeting of NWIP, Eagle River, DLJMB or MDP, as Mpower after the case may be, to designate or nominate one member of date on which the Board pursuant to this Article shall terminate at such time as the number of shares of Equity Securities held by the Nextel Shareholders, the Qualified Eagle River Entities, the Qualified DLJ Entities or the Qualified MDP Entities as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic InvestorsICG Parties and their Affiliates, in the aggregate, beneficially own Beneficially Own less than a majority 5% of the Voting StockCommon Stock calculated on a Fully Diluted Basis, such Strategic Investors' designees will constitute less than a majority Parent shall be entitled to designate one individual (the "Observer") to attend any meetings of the Board. Individuals affiliated with ; provided, however, that such person who is not a particular Shareholder or group of Shareholders director appointed to attend such meetings shall not constitute be entitled to vote on any matters considered by the Board and shall not be counted with respect to quorum. The Board shall have the right to exclude the Observer from (i) all or any portion of a majority meeting of the Board unlessand (ii) access to any notices minutes, at consents or other materials (the time such individuals are elected, such Shareholder or group of Shareholders owns a majority of the outstanding Voting Stock. Subject to (and "Materials") provided to the extent not inconsistent with) the foregoing, directors by Mpower in the event Mpower reasonably believes that such exclusion is reasonably necessary to (A) preserve the right attorney-client privilege or (B) to protect the confidential nature of any Shareholder pursuant to this Section 2.01 to designate or nominate a member the subject matter of the Board terminates, the Board shall nevertheless continue to consist of six members, and the member discussion or members no longer designated by such Shareholder shall instead be designated in accordance with the Company's Certificate and bylaws. No member because of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purposecompetitive nature of such subject matter.

Composition of the Board. (a) The Following the Closing, the Board shall consist elect as a member of six membersthe Board an individual designated by MassMutual, with the identity of whom one such individual to be subject to the approval of the Board, not to be unreasonably withheld, delayed or conditioned (such individual, and any individual subsequently nominated by MassMutual and elected to the Board in replacement of such individual pursuant to Section 4.1(c), the “MassMutual Designee”); provided that Invesco agrees that Xxxxxxx Xxxxxx is an approved individual to serve as a MassMutual Designee. From the Closing until the Governance Termination Date, Invesco shall use its reasonable best efforts to cause the election of the MassMutual Designee at each meeting of Invesco shareholders at which members of the Board are to be elected (which, for the avoidance of doubt, shall be designated no less than the effort expended with respect to other nominees of Invesco), which shall include, without limiting the generality of the foregoing, (i) Invesco including in accordance the slate of nominees recommended by the Board (or the Nomination and Corporate Governance Committee of the Board) for election at any annual or special meeting of shareholders of Invesco at which Directors are to be elected to the Board (or consent in lieu of a meeting) the applicable MassMutual Designee, (ii) Invesco nominating, recommending and using its reasonable best efforts to solicit the vote of shareholders of Invesco to elect to the Board such slate of Directors (which efforts shall, to the fullest extent permitted by Applicable Law, include the provision in any proxy statement prepared, used, delivered or publicly filed by Invesco to solicit the vote of its shareholders in connection with any such meeting the Company's Restated Certificate recommendation of Incorporation the Board that the shareholders of Invesco vote in favor of the slate of directors nominated by the Board (or the "CERTIFICATE"Nomination and Corporate Governance Committee of the Board), including the MassMutual Designee, and against the election of any candidate or slate not so nominated) and Bylaws(iii) for any meeting (or consent in lieu of meeting) of Invesco’s shareholders for the election of members of the Board, one of whom the Board (or the Nominating and Corporate Governance Committee thereof) shall be nominated by DLJMB (such directornot nominate, in the aggregate, a "DLJMB NOMINEE")number of nominees greater than the number of members of the Board. If MassMutual fails to designate a MassMutual Designee within fifteen (15) Business Days following the written request of Invesco, but who will otherwise be elected in accordance with then the Certificate and Bylaws, one of whom shall be MassMutual Designee previously designated by NWIP MassMutual and then serving on the Board (such director, a "NWIP DESIGNEE"), one of whom shall be designated by Eagle River (such director, an "EAGLE RIVER DESIGNEE"), one of whom shall be designated by MDP (such director, an "MDP DESIGNEE"), and one of whom if any) shall be the chief executive officer of the CompanyMassMutual Designee. (b) Each Shareholder entitled to vote for Until the election Governance Termination Date, without the prior approval of directors to the MassMutual Designee, the size of the Board shall not exceed twelve (other than DLJMB12) agrees members; provided, however, that it will vote its shares the size of Equity Securities the Board may be temporarily expanded, but not in excess of fourteen (14) members in total, in connection with succession planning during the one year period preceding an anticipated retirement of one or execute consents, as more members of the case may be, and take all other necessary action (including causing the Company to call a special meeting of shareholders) Board in order to ensure that the composition facilitate overlap and successful integration of the Board is as set forth in this Section 2.01, PROVIDED that no Shareholder entitled to vote for the election of directors to the Board shall be required to vote its shares of Equity Securities or execute consents, as the case may be, or take any other action (including causing the Company to call a special meeting of shareholdersnew director(s) in order to elect the DLJMB Nomineereplacing such prospective retiree(s). (c) The right Until the Governance Termination Date, upon the resignation, retirement or other removal from office of NWIPthe MassMutual Designee, Eagle Riverincluding as a result of a failure of any MassMutual Designee to be elected or re-elected at any general meeting of shareholders, DLJMB MassMutual shall be entitled promptly to designate a replacement MassMutual Designee who meets the qualifications of a Director and is approved by the Board (such approval not to be unreasonably withheld, delayed or MDPconditioned). Upon any such designation and reasonable approval, the Board shall promptly elect such MassMutual Designee as a member of the case may beBoard. (d) From January 1, 2020 until the Governance Termination Date, to designate the extent permitted by Applicable Law (including any requirements under the Exchange Act, the Internal Revenue Code or nominate one the rules of the New York Stock Exchange or any other applicable securities exchange on which the Common Stock is then listed), the MassMutual Designee shall be entitled to be a member of each standing committee of the Board. In the event that such Applicable Laws do not permit the MassMutual Designee to serve on certain committees of the Board, the MassMutual Designee shall be entitled to serve as an observer on such committee(s) to the extent permitted by Applicable Law. (e) Each MassMutual Designee serving on the Board shall be subject to the policies and requirements of Invesco and the Board in a manner consistent with the application of such policies and requirements to other members of the Board (including as to the timing and contents of any nomination questionnaire or other information disclosure), and shall be entitled to the same rights, privileges and compensation applicable to all other members of the Board generally or to which all such members of the Board are entitled. In furtherance of the foregoing, Invesco shall indemnify, exculpate and reimburse fees and expenses of the MassMutual Designee (including by entering into an indemnification agreement in form substantially similar to Invesco’s form of director indemnification agreement (if any)) and provide the MassMutual Designee with director and officer insurance to the same extent it indemnifies, exculpates, reimburses and provides insurance for the other members of the Board pursuant to this Article shall terminate at such time the Bye-Laws, Applicable Law or otherwise. Invesco will prepare and provide, or cause to be prepared and provided, to the MassMutual Designee (in its capacity as the number of shares of Equity Securities held by the Nextel Shareholderssuch), the Qualified Eagle River Entitiesany information, the Qualified DLJ Entities or the Qualified MDP Entities and access to information, relating to Invesco and its Subsidiaries as the case may be, is less than 50% of the Nextel Shareholders', Eagle River's, the DLJ Entities' or the MDP Entities' Initial Ownership, as the case may be. So long as the Strategic Investors, in the aggregate, beneficially own less than a majority of the Voting Stock, such Strategic Investors' designees will constitute less than a majority of the Board. Individuals affiliated with a particular Shareholder or group of Shareholders shall not constitute a majority and when provided to other members of the Board unlessor committee thereof (other than any information in connection with evaluating or negotiating any transaction with MassMutual or its Controlled Affiliates). (f) To the maximum extent permitted by Applicable Law, at Invesco hereby renounces, and the time such individuals Board shall adopt a resolution renouncing, any interest or expectancy in, or any right to be offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are elected, such Shareholder developed by or group of Shareholders owns presented to a majority of the outstanding Voting Stock. Subject to (and to the extent not inconsistent with) the foregoing, MassMutual Designee other than in the event that the right of any Shareholder pursuant to this Section 2.01 to designate his or nominate her capacity as a member of the Board terminatesBoard, even if the Board shall nevertheless continue opportunity is one that Invesco or its Subsidiaries might reasonably be deemed to consist of six membershave pursued or had the ability or desire to pursue if granted the opportunity to do so, and the member MassMutual Designee shall not have any duty to communicate or members no longer designated by offer such Shareholder business opportunity to Invesco or any of Invesco’s Affiliates. Notwithstanding the foregoing, a MassMutual Designee who is offered an opportunity expressly in his or her capacity as a Director shall instead be designated in accordance with the Company's Certificate and bylaws. No member of the Board designated as described in the preceding sentence will be deemed a NWIP Designee or a DLJMB Nominee for any purposeobligated to communicate such opportunity to Invesco.