Common use of Composition of the Board Clause in Contracts

Composition of the Board. (a) Pursuant to the Reorganization Plan, from and as of the date hereof the authorized number of directors comprising the Board shall be nine, unless changed in accordance with the provisions of this Agreement, the Certificate of Incorporation and the Bylaws. The Board shall initially be composed of: (i) the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35% or more of the outstanding Common Stock, no person shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation and Bylaws. (b) The Reorganized Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided to the Reorganized Company and to JBS USA as of the date hereof, the individuals so listed are independent directors and are satisfactory to JBS USA. (c) If applicable Law or, at any time while the Reorganized Company’s equity securities are traded on an Exchange, the rules of such Exchange require a greater number or proportion of independent directors on the Board, then (i) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) at least 50% of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either (A) one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement or (B) the number of directors on the Board shall be increased by two (2) and the vacancies created by such increase shall be filled with persons designated by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) less than 50% of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that the size of the Board is expanded pursuant to this Section 3.01(c), no person shall be nominated or appointed as a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material Subsidiaries. (d) If at any time the number or proportion of JBS Directors, Equity Directors or Founder Director on the Board is required to be reduced pursuant to Section 5.2(b) of the Certificate of Incorporation or a director is required to be replaced pursuant to Section 3.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition of the Board, (ii) the Parties shall exercise their respective commercially reasonable efforts to cause such director or directors to tender promptly his, her or their unconditional resignation or resignations from the Board, with any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days of the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support of such removal. (e) The Reorganized Company and the Board will include the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common Stock.

Composition of the Board. (a1) Pursuant Prior to the Reorganization Planoccurrence of a Termination Event or a Permanent Suspension, from and as of the date hereof the authorized total number of authorized directors comprising constituting the entire Board of Directors shall be fixed by the Board of Directors in the manner specified below, provided that such total number of authorized directors shall include the number of Class B Directors as shall be nine, unless changed determined from time to time in accordance with paragraph (B) of Article FOURTH and provided further that such total number of authorized directors shall be no less than 9. Following the provisions occurrence of a Termination Event or a Permanent Suspension, the total number of authorized directors constituting the entire Board of Directors shall be no more than 20 and no less than 9. Except as provided in this paragraph A, the total number of authorized directors constituting the entire Board of Directors may be fixed and changed from time to time within the then-applicable limits by a resolution adopted in accordance with paragraph B of this AgreementArticle SEVENTH. (2) Directors of the Corporation shall be elected by the stockholders entitled to vote thereon at each annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until each of their successors shall have been elected and qualified or until each of their earlier resignation or removal. (3) Subject to the rights of the holders of any series of Preferred Stock then outstanding, prior to the occurrence of a Termination Event or a Permanent Suspension and other than during a Suspension: (i) newly created directorships in the Board of Directors that result from an increase in the total number of authorized Class A Directors and any vacancy occurring in the Board of Directors resulting from the resignation, retirement or other removal from office of any Class A Director (other than a Designated Independent Director) shall only be filled by the affirmative vote of (x) a majority of the directors then in office and (y) a majority of the Class B Directors then in office, although less than a quorum, or by a sole remaining director (provided that at least one Class B Director must then be in office); and the Class A Directors so Certificate of Incorporation and chosen shall hold office for the Bylaws. The Board unexpired term of the Class A Director whose place shall initially be composed of: vacant; and (ii) notwithstanding clause (i) the six (6) directors listed on Schedule 3.01(a)(i) heretoabove, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder any vacancy occurring in the Certificate Board of Incorporation) Directors resulting from the resignation, retirement or other removal from office of 35% any Designated Independent Director and any nomination for election or more re-election of the outstanding Common Stock, no person shall a Class A Director to be nominated designated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation and Bylaws. (b) The Reorganized Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided to the Reorganized Company and to JBS USA as of the date hereof, the individuals so listed are independent directors and are satisfactory to JBS USA. (c) If applicable Law or, at any time while the Reorganized Company’s equity securities are traded on an Exchange, the rules of such Exchange require a greater number or proportion of independent directors on the Board, then (i) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) at least 50% of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either (A) one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Designated Independent Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement or (B) the number of directors on the Board shall be increased by two (2) and the vacancies created by such increase shall be filled with persons designated by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) less than 50% of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that the size of the Board is expanded pursuant to this Section 3.01(c), no person shall be nominated or appointed as a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material Subsidiaries. (d) If at any time the number or proportion of JBS Directors, Equity Directors or Founder Director on the Board is required to be reduced pursuant to Section 5.2(b) of the Certificate of Incorporation or a director is required to be replaced pursuant to Section 3.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition of the Board, (ii) the Parties shall exercise their respective commercially reasonable efforts to cause such director or directors to tender promptly his, her or their unconditional resignation or resignations from the Board, connection with any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days of the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable held for the purpose of removing such director or directorselecting Class A Directors shall only be filled upon the approval thereof by the remaining Designated Independent Directors (or, andif no Designated Independent Directors are then in office, notwithstanding anything a majority of the Independent Directors), subject in each case to the contrary contained in Section 3.04, JBS USA shall cause all shares consent of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support a majority of such removalthe directors then serving on the Nominating Committee. (e) The Reorganized Company and the Board will include the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common Stock.

Composition of the Board. (a) Pursuant The Board shall consist of thirteen directors. Individuals to the Reorganization Plan, from and as of the date hereof the authorized number of directors comprising serve on the Board shall be ninenominated in accordance with this Agreement and nomination procedures established by the Board, unless changed the Company's By-Laws and the rules and regulations of the SEC and the principal stock exchange or association, if any, on which the Common Stock is listed. Directors shall be elected in accordance with the provisions of this Agreement, the Company's Certificate of Incorporation and By-Laws and the Bylaws. The Board shall initially be composed of: (i) the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate General Corporation Law of Incorporation) of 35% or more of the outstanding Common Stock, no person shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation and BylawsDelaware. (b) The Reorganized No Consenting Stockholder shall nominate or vote for any individual to serve as a director of the Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided except an individual designated pursuant to the Reorganized Company and provisions of this Section 2.1(b) or Section 2.3. A Consenting Stockholder may nominate for election as a director any individual designated by such Consenting Stockholder pursuant to JBS USA as of the date hereof, the individuals so listed are independent directors and are satisfactory to JBS USA.Section 2.1(b)(i), (c) If applicable Law or, at any time while the Reorganized Company’s equity securities are traded on an Exchange, the rules of such Exchange require a greater number or proportion of independent directors on the Board, then (i) Subject to Section 2.1(c), each Consenting Stockholder Group shall have the right to designate a number of Agreed Nominees equal to the largest integer that is less than or equal to its Adjusted Class B Percentage divided by nine percent. A Consenting Stockholder Group's "Adjusted Class B Percentage" equals the number, designated as a percentage, determined by dividing (x) the aggregate number of shares of Class B Common Stock owned by such Consenting Stockholder Group by (y) the aggregate number of shares of Class B Common Stock outstanding (but excluding all shares of Class B Common Stock owned by Continental and its Controlled Affiliates if the JBS Consenting Stockholder beneficially owns Group that includes Continental is not at such time entitled to designate one or more Agreed Nominees pursuant to Section 2.1(c)); (as that term is used with respect to ii) The CEO shall be an Agreed Nominee; (iii) Two individuals nominated by the JBS Stockholder in the Certificate of Incorporation) at least 50% Board or a nominating committee of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either Board to be Independent Directors shall be Agreed Nominees if (A) one or more of such individuals were nominated by the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) Board and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors all individuals then serving on the Board will comply with such requirement who were Agreed Nominees pursuant to Section 2.1(b)(i) voted for their nomination or (B) the number of directors on the Board shall be increased such individuals were nominated by two (2) and the vacancies created by such increase shall be filled with persons designated by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) less than 50% of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that the size of the Board is expanded pursuant to this Section 3.01(c), no person shall be nominated or appointed as a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material Subsidiaries. (d) If at any time the number or proportion of JBS Directors, Equity Directors or Founder Director on the Board is required to be reduced pursuant to Section 5.2(b) of the Certificate of Incorporation or a director is required to be replaced pursuant to Section 3.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition nominating committee of the Board, (ii) the Parties shall exercise their respective commercially reasonable efforts to cause such director or directors to tender promptly his, her or their unconditional resignation or resignations from the Board, with any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days members of the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support of such removal. (e) The Reorganized Company and the Board will include the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common Stock.nominating committee included at least one Agreed Nominee

Composition of the Board. (a) Pursuant As soon as practicable following the Closing Date, Mpower, through its Board, shall cause to be duly appointed to its Board one individual designated by Parent, such initial person to be designated in writing prior to the Reorganization PlanClosing Date; provided that the individual so designated, from shall be reasonably acceptable to Mpower. Thereafter and as 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 date hereof the authorized number Common Stock calculated on a Fully Diluted Basis, at each election of directors comprising at which the term of the Parent Director will expire, the Board shall be nine, unless changed in accordance with recommend for election to the provisions of this Agreement, the Certificate of Incorporation and the Bylaws. The Board shall initially be composed of: (i) the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Directorone nominee, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect shall use reasonable efforts to the JBS Stockholder solicit proxies in the Certificate favor of Incorporation) of 35% or more of the outstanding Common Stock, no person shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner nominee consistent with the terms of efforts used to solicit proxies for the Certificate of Incorporation other Board nominees, who will be designated by Parent and Bylawswho shall be reasonably acceptable to Mpower. (b) The Reorganized Company Each of the ICG Parties hereby agrees that at every meeting of Mpower's stockholders at which directors are to be elected, each of the ICG Parties and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided its Affiliates shall cause all of their shares of Common Stock to the Reorganized Company be represented either by proxy or in person and to JBS USA as be voted in favor of all directors nominated by the Board. If directors are to be elected by written consent of Mpower's stockholders, each of the date hereof, ICG Parties and its Affiliates agree to execute written consents in favor of the individuals so listed are independent directors and are satisfactory to JBS USAnominated by the Board. (c) If applicable Law orUntil the first Board meeting of Mpower after the date on which the ICG Parties and their Affiliates, at in the aggregate, Beneficially Own less than 5% of the Common Stock calculated on a Fully Diluted Basis, Parent shall be entitled to designate one individual (the "Observer") to attend any time while the Reorganized Company’s equity securities are traded on an Exchange, the rules meetings of such Exchange require a greater number or proportion of independent directors on the Board; provided, then however, that such person who is not a director appointed to attend such meetings shall not 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) if all or any portion of a meeting of the JBS Stockholder beneficially owns Board and (as that term is used with respect ii) access to any notices minutes, consents or other materials (the "Materials") provided to the JBS Stockholder directors by Mpower in the Certificate of Incorporation) at least 50% of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either event Mpower reasonably believes that such exclusion is reasonably necessary to (A) one or more of preserve the thenattorney-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement client privilege or (B) to protect the number of directors on the Board shall be increased by two (2) and the vacancies created by such increase shall be filled with persons designated by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) less than 50% confidential nature of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that the size subject matter of the Board is expanded pursuant to this Section 3.01(c), no person shall be nominated discussion or appointed as a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor because of the Reorganized Company or any material Subsidiaries. (d) If at any time the number or proportion of JBS Directors, Equity Directors or Founder Director on the Board is required to be reduced pursuant to Section 5.2(b) of the Certificate of Incorporation or a director is required to be replaced pursuant to Section 3.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition of the Board, (ii) the Parties shall exercise their respective commercially reasonable efforts to cause such director or directors to tender promptly his, her or their unconditional resignation or resignations from the Board, with any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days of the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support competitive nature of such removalsubject matter. (e) The Reorganized Company and the Board will include the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common Stock.

Composition of the Board. (a) Pursuant to the Reorganization Plan, from and as of the date hereof the authorized number of directors comprising Each Shareholder agrees that the Board shall consist of five directors, three of whom will be ninenominated by the GTP Shareholders (two of whom will be GTP Shareholders, unless changed in accordance and one of whom will be designated by the GTP Shareholders), one of whom will be nominated by Xxxxxxx, and one of whom will be the Chief Executive Officer of the Company appointed by the Board; provided that the GTP Shareholders may, and, if required by a U.S. Government agency for whom the Company performs classified contracts, will, select as the third GTP Shareholder nominee a non-GTP Shareholder having considerable relevant business experience but no prior financial or contractual relationship with any of the provisions of this Agreement, the Certificate of Incorporation and the BylawsShareholders. The Board GTP nominees shall select the Chairman of the Board, and have initially selected Xxxxxx X. Xxxxx XX. The rights of any group of Shareholders to nominate under this Section shall terminate when the number of shares of Common Stock held by such group of Shareholders is less than 10% of its Initial Ownership. (b) If the Company could continue to perform classified work in circumstances where the holders of the Class C Common Stock held instead an equal number of shares of Class A Common Stock, and such holders elect, pursuant to Section 2.08 hereof, to have the shares of Class C Common Stock converted to shares of Class A Common Stock (which will automatically also cause all shares of Class B Common Stock to be composed of: converted to shares of Class A Common Stock): (i) the six GTP Shareholders' right to nominate three directors will become a right of DLJMB Partners II to nominate such directors (6at least one of whom shall be a GTP Shareholder so long as the Consulting Agreement (if it has previously been executed) directors listed on Schedule 3.01(a)(iand the Co-Investment Agreement (each as amended or supplemented) hereto, who have been designated by JBS USA (the “JBS Directors”are still in effect), (ii) the Founder DirectorGTP nominees' right to seats on committees will become a right of the nominees of DLJMB Partners II, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. For so long DLJMB Entities will be obligated to vote for Board nominees as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35% or more of the outstanding Common Stock, no person shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation and Bylaws. (b) The Reorganized Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided to the Reorganized Company and to JBS USA as of the date hereof, the individuals so listed are independent directors and are satisfactory to JBS USAGTP Shareholders would under Section 2.01(c). (c) If applicable Law or, at any time while The GTP Shareholders and Xxxxxxx will be required to vote for the Reorganized Company’s equity securities are traded on an Exchange, GTP nominees and the rules Chief Executive Officer unless the number of such Exchange require a greater number or proportion shares of independent directors on Common Stock held by GTP Shareholders and the Board, then (i) if the JBS Stockholder beneficially owns (as that term DLJMB Entities is used with respect to the JBS Stockholder in the Certificate of Incorporation) at least 50less than 10% of the issued and outstanding Common Stock, then, at the option Initial Ownership of the JBS Nominating CommitteeGTP Shareholders and the DLJMB Entities, either (A) one or more of and the then-existing JBS Directors who are not independent directors shall GTP Shareholders and Xxxxxxx will be replaced (if necessary, by removing or procuring required to vote for the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) Xxxxxxx nominee unless and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement or (B) until the number of directors on the Board shall be increased shares of Common Stock held by two (2) and the vacancies created by such increase shall be filled with persons designated by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (as that term Xxxxxxx is used with respect to the JBS Stockholder in the Certificate of Incorporation) less than 5010% of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that the size of the Board is expanded pursuant to this Section 3.01(c), no person shall be nominated or appointed as a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material SubsidiariesXxxxxxx'x Initial Ownership. (d) If at any time the number or proportion of JBS Directors, Equity Directors or Founder Director on the Board is required The rights to be reduced nominate directors pursuant to Section 5.2(b2.01(a) of and (b), and the Certificate of Incorporation or a director is required right to be replaced require other parties to vote therefor pursuant to Section 3.01(c2.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall not be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition of the Board, (ii) the Parties shall exercise their respective commercially reasonable efforts to cause such director or directors to tender promptly his, her or their unconditional resignation or resignations from the Board, with any such resignation being immediately effective without being required to be accepted transferable by the BoardGTP Shareholders, other than to their Permitted Transferees, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) shall not be transferable by DLJMB Partners II or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days of the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support of such removalXxxxxxx. (e) The Reorganized Company and the Board will include the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common Stock.

Composition of the Board. (a) Pursuant to the Reorganization Plan, from and as As of the date hereof of the authorized number consummation of directors comprising the Qualified Initial Public Offering, the Board of the Company shall be nine, unless changed in accordance with consist of thirteen (13) Directors. (i) Subject to the other provisions of this AgreementArticle II, GICO shall have the Certificate of Incorporation and right to designate four (4) persons for nomination by the Bylaws. The Board shall initially be composed of: (i) Nominating Committee as Directors to the six (6) directors listed on Schedule 3.01(a)(i) heretoBoard, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the provided that at least two (2) Equity Directors listed on Schedule 3.01(a)(iii) heretoof such persons shall at all times be NYSE Independent Directors. For so long as At the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35% or more of the outstanding Common Stock, no person date hereof such persons shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation and Bylawsidentified on Exhibit C as GICO Directors. (bii) The Reorganized Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided Subject to the Reorganized Company and other provisions of this Article II, GE shall have the right to JBS USA designate two (2) persons for nomination by the Nominating Committee as Directors to the Board. At the date hereof such persons shall be as identified on Exhibit C as GE Directors. (iii) As of the date hereof, the individuals Chief Executive Officer shall be a Director. (iv) As of the date hereof, the remaining Directors shall be as identified on Exhibit C 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. (v) 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 corporate governance guidelines and any requirements of 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 each of GICO and GE as is proportional to the number of Directors who are independent directors designees of each such Shareholder and are satisfactory on the Board at that time, it being understood that if such proportionate number is less than 1 there shall be no obligation to JBS USAinclude, as a member of the Nominating Committee, a Director who is a designee of such Shareholder. The remaining members shall be Directors who are not designees of either such Shareholder. (c) If applicable Law or, at any time while At each annual general meeting of the Reorganized Company’s equity securities Company where Directors are traded on an Exchangescheduled to retire in accordance with the Charter, the rules Shareholders agree to vote their Common Shares in favor of such Exchange require a greater number or proportion the election of independent directors all of the Directors nominated by the Nominating Committee. (d) Casual vacancies on the Board, then Board (iincluding those resulting from actions pursuant to Section 2.02) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) at least 50% of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either (A) one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, filled by removing or procuring a Person designated by the resignation of each such JBS Board who shall serve only until the next annual general meeting whereupon the Shareholders shall vote for that Director in accordance with Section 2.01(b). (e) Subsequent to the procedures date hereof, in the event of any changes in the Ownership Percentage of GICo or GE, each of GICo and GE shall be entitled to designate to the Nominating Committee the number of GE Directors or GICo Directors, as applicable, which corresponds to its Ownership Percentage pursuant to the following table, provided that, except in the case of GE, at least a majority of such designees of any Shareholder (or, if the number of such persons shall be two, then one of such persons) shall at all times be NYSE Independent Directors: GICo and GE shall agree to proportionate modifications to the Ownership Percentage chart set forth in this Section 3.01(d)(ii2.01(b) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement or (B) to reflect the number of directors on the Board Directors which each of GICo and GE shall be increased by two (2) and entitled to designate to the vacancies created by such increase shall be filled with persons designated by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (as that term is used with respect at various Ownership Percentages after giving effect to the JBS Stockholder in the Certificate of Incorporation) less than 50% of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that all increases to the size of the Board is expanded pursuant contemplated by Section 2.01(a)(v). A majority of the Board shall at all times have the right to this Section 3.01(c), no person determine whether or not the Chief Executive Officer shall be nominated or appointed as entitled to be a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material SubsidiariesDirector. (df) Each Shareholder shall, at any time it is then entitled to vote for the election of Directors to the Board, vote all of its Common Shares or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Shareholders and taking all other actions under Applicable Law) in order to ensure that the composition of the Board complies with this Section 2.01. (g) If, at any time, the Ownership Percentage of GICo or GE is reduced (by Transfer, issuance of new Common Shares by the Company or otherwise in compliance with this Agreement), such that the number of Directors that GICo or GE, as the case may be, is entitled to designate pursuant to Section 2.01(e) is reduced by one (1) or more Directors, then GICo or GE, as the case may be, 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 Board in accordance with the Charter and this Agreement. Notwithstanding that GICo or GE 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 or GE from serving on the Board if such person is elected by the shareholders of the Company in accordance with this Section 2.01(g). (h) To the extent that GICo or GE is entitled to designate at least one (1) Director pursuant to Section 2.01(e), the Company and the Shareholders shall cause the Board to cause the compensation committee, audit committee, Nominating committee and any other committee of the Board, if any, to include at least one (1) designee of GICo and/or GE, as applicable, but only if in the case of the audit committee, such 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 same is then required by the listing standards of the NYSE and SEC Rules, as the case may be. The Board shall not create an executive committee without the consent of GICo and GE, other than any special committee of Independent Directors established by the Board for a specific purpose. This right to appoint Persons to the committees of the Company shall, 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 GE. (i) If at any time GE does not have the number right to designate at least one (1) Director to the Board and until the date when GE’s Ownership Percentage first constitutes less than seven and one-half percent (7.5%), the Company shall invite a representative identified by GE (the “Observer”), to attend and participate in all regular meetings of its Board and committees thereof; provided, however, that any such Observer shall not have the right to vote on any matter and no such Observer shall be deemed a member of the Board of the Company (or proportion any committee thereof) for any purpose. The Company shall give such Observer (solely in its capacity as an Observer) copies of JBS all notices, minutes, consents and other materials that it provides to its Directors at the same time and in the same manner as provided to such Directors; provided, Equity Directors further, that the Observer shall agree to hold in confidence confidential information regarding such Company and its Subsidiaries which comes into his or Founder Director her possession to the same extent as if he or she were a Director. Notwithstanding the foregoing, an Observer may be excluded from any meetings and shall not be entitled to receive Board materials or a summary of the minutes of such meeting if the matters under discussion involve any conflict of interest on the Board is part of the Observer or if, in the reasonable opinion of counsel to a Company, such actions are reasonably required to protect any attorney-client privilege or any other available privilege. (j) The Board shall hold regular meetings at least on a quarterly basis (which may be reduced pursuant to Section 5.2(bby means of video or telephonic conference call) unless otherwise approved by two-thirds of the Certificate of Incorporation or a director is required to be replaced pursuant to Section 3.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which members of the JBS Directors Board thereof, including at least one (1) GICo Director and one (1) GE Director (if a GICo Director or Equity Directors or the Founder GE Director, as applicable, shall be required is then appointed to tender histhe Board). Subject to the Charter and Applicable Law, her or their resignation or resignations in order to so modify the composition at any meeting of the Board, (ii) any GICo Director or any GE Director may designate any other GICo Director or GE Director, as the Parties shall exercise their respective commercially reasonable efforts case may be, to cause such director or directors serve as his proxy to tender promptly his, her or their unconditional resignation or resignations from cast his vote on any and all matters that may properly come before the Board, with Board at any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days of the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support of such removalmeeting. (ek) The Reorganized Company and shall reimburse each of the Directors for all reasonable out-of-pocket expenses incurred in attending meetings of the Board will include and meetings of committees of the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common StockBoard.

Composition of the Board. (a) Pursuant to i. From and after the Reorganization Plan, from Common Shares Closing and as until the conversion of the date hereof the authorized number of directors comprising the Board shall be nine, unless changed in accordance with the provisions of this Agreement, the Certificate of Incorporation and the Bylaws. The Board shall initially be composed of: (i) the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35% or more of the outstanding Preferred Shares into Common Stock, no person shall be nominated as an Equity Director Stock pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation Designations (the "Conversion"), each Stockholder shall vote all of its Stockholder Shares which are voting shares and Bylaws.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: (b1) The Reorganized Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided to the Reorganized Company and to JBS USA as of the date hereof, the individuals so listed are independent directors and are satisfactory to JBS USA. (c) If applicable Law or, at any time while the Reorganized Company’s equity securities are traded on an Exchange, the rules of such Exchange require a greater number or proportion of independent directors on the Board, then (i) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) at least 50% of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either (A) one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement or (B) the authorized number of directors on the Board shall be increased by two estblished at eight directors; and (2) and the vacancies created by such increase The following individuals shall be filled with persons designated elected to the Board: (a) four representatives nominated by the JBS Nominating Committee Ginsburgs, who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) less than 50% of the issued shall initially be Harold Ginsburg, Sheilah Ginsburg, Rixxxxx Xxxxxxxx and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that the size of the Board is expanded pursuant to this Section 3.01(c), no person shall xxxxxxxxxx rxxxxxxxxxxxxx xx be nominated or appointed as a director if by the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material SubsidiariesGinsburgs. (db) 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 or affiliated with any of the 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 seat if it 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 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 or proportion of JBS Directors, Equity Directors or Founder Director 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 those acquired upon Conversion) to a Non-Affiliate, Westar shall forfeit the right to nominate (a) one Board seat if it Transfers 25% or more but less than 45% of the Shares, which Board 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 Ginsburg nominee, one Westar nominee and one Independent Director. iv. The removal from the 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 applicable law. v. In the event that any representative nominated hereunder resigns, is required removed or otherwise ceases to serve as a 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 reduced pursuant appointed to Section 5.2(b) of the Certificate of Incorporation or a director is required Board. vii. The Company agrees to include each such designated nominee to be replaced pursuant added to Section 3.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition of the Board, (ii) the Parties shall exercise their respective commercially reasonable efforts to cause such director or directors to tender promptly his, her or their unconditional resignation or resignations from the Board, with any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from retained on the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation Agreement in accordance with the foregoing within ten (10) days slate of nominees recommended by the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise Board to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA Company's stockholders for election as directors and shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support of such removal. (e) The Reorganized Company and the Board will include the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable best efforts to cause the election or reelection of each such nominee to the Board, including soliciting proxies in favor of the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common Stockpersons.

Composition of the Board. (a) Pursuant to the Reorganization Plan, from and as of the date hereof the authorized number of directors comprising the Board shall be nine, unless changed in accordance with the provisions of this Agreement, the Certificate of Incorporation and the Bylaws. The Board shall initially be composed of: (i) the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35% or more of the outstanding Common Stock, no person shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation and Bylaws. (b) The Reorganized Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided to the Reorganized Company and to JBS USA as As of the date hereof, the individuals Board of the Company shall consist of ten (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 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 corporate governance guidelines and any requirements of 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 Distribution, designees of each of GAP and OH) as is proportional to the number of Directors who are independent directors designees of GICo (and following the Distribution, designees of each of GAP and OH) and are satisfactory on the Board at that time; provided, that it being understood that for so long as any of GAP or OH is entitled to JBS USAnominate a Director, such proportional number shall not be less than one. The remaining members shall be Directors who are not designees of either such Shareholder. (c) If applicable Law or, at any time while At each annual general meeting of the Reorganized Company’s equity securities Company where Directors are traded on an Exchangescheduled to retire in accordance with the Charter, the rules Shareholders (other than WB) agree to vote their Common Shares in favor of such Exchange require a greater number or proportion the election of independent directors all of the Directors nominated by the Nominating Committee. (d) Casual vacancies on the Board, then Board (iincluding those resulting from actions pursuant to Section 2.02) if the JBS Stockholder beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) at least 50% of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either (A) one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, filled by removing or procuring a Person designated by the resignation of each such JBS Board who shall serve only until the next annual general meeting whereupon the Shareholders shall vote for that Director in accordance with Section 2.01(b). (e) Subsequent to the procedures date hereof, in the event of any changes in the Ownership Percentage of GICo (and following the Distribution, 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 of 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 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 times be NYSE Independent Directors: GICo (and following the Distribution, each of GAP and OH) shall agree to proportionate modifications to the Ownership Percentage chart set forth in this Section 3.01(d)(ii2.01(b) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement or (B) to reflect the number of directors on Directors which GICo (and following the Board Distribution, each of GAP and OH) shall be increased by two (2) and entitled to designate to the vacancies created by such increase shall be filled with persons designated by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (as that term is used with respect at various Ownership Percentages after giving effect to the JBS Stockholder in the Certificate of Incorporation) less than 50% of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that all increases to the size of the Board is expanded pursuant contemplated by Section 2.01(a)(iv). A majority of the Board shall at all times have the right to this Section 3.01(c), no person determine whether or not the Chief Executive Officer shall be nominated or appointed as entitled to be a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material SubsidiariesDirector. (df) If If, at any time time, the Ownership Percentage of GICo (and following the Distribution, each of GAP and OH) is reduced (by Transfer, issuance of new Common Shares by the Company or otherwise in compliance with this Agreement), such that the number of Directors that GICo (and following the Distribution, each of GAP and OH) is entitled to designate pursuant to Section 2.01(e) is reduced by one (1) or proportion of JBS more Directors, Equity 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 Board 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 Founder Director 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 required 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 be reduced designate at least one (1) Director pursuant to Section 5.2(b) of the Certificate of Incorporation or a director is required to be replaced pursuant to Section 3.01(c2.01(e), then the Company and the Shareholders (iother than WB) shall cause the JBS Board to cause the compensation committee, audit committee, Nominating Committee, if committee and any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition other committee of the Board, if any, to include at least one (ii1) designee of GICo (and following the Distribution, each of GAP and OH) but only if in the case of the audit committee, such 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 same is then required by the listing standards of the NYSE and SEC Rules, as the case may be. The Board shall not create an executive committee without the consent of GICo (and following the Distribution, each of GAP and OH), other than any special committee of Independent Directors established by the Board for a specific purpose. This right to appoint Persons to the committees of the Company shall, 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 Parties members of such committee, such requirement shall exercise their respective commercially reasonable efforts 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 quarterly basis (which may be by means of video or telephonic conference call) unless otherwise approved by two-thirds of the members of the Board thereof, including at least one (1) GICo Director (if a GICo Director is then appointed to cause such director or directors the Board) (and following the Distribution, at least one GAP Director if a GAP Director is then appointed to tender promptly histhe Board and at least one OH Director if an OH Director is then appointed to the Board). Subject to the Charter and Applicable Law, her or their unconditional resignation or resignations from at any meeting of the Board, with 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 resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days of the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support of such removalmeeting. (ej) The Reorganized Company and shall reimburse each of the Directors for all reasonable out-of-pocket expenses incurred in attending meetings of the Board will include and meetings of committees of the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common StockBoard.

Composition of the Board. (a) Pursuant to the Reorganization Plan, from and as of the date hereof the authorized number of directors comprising the Board shall be nine, unless changed in accordance with the provisions of this Agreement, the Certificate of Incorporation and the Bylaws. The Board shall initially be composed of: (i) the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) heretoconsist of nine directors. For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35DLJMB Entities and their Permitted Transferees shall own 50% or more of the outstanding shares of Common Stock, no person six directors will be designated by DLJ Merchant Banking Partners, L.P., two directors will be designated by the Other Stockholders and for so long as the Mezzanine Holders shall own any Preferred Stock, one director will be designated by DLJ Investment Partners II, L.P.; PROVIDED that three of the directors designated by DLJ Merchant Banking Partners, L.P. 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 DLJMB Entities, the Mezzanine Holders or the Other Stockholders and shall qualify as "independent directors" within the meaning of the New York Stock Exchange rules and regulations and "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (together, the "INDEPENDENT DIRECTORS") and such Independent Directors shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent designated by DLJ Merchant Banking Partners, L.P. after consultation with the terms of the Certificate of Incorporation and BylawsOther Stockholders. (b) The Reorganized Company and JBS USA acknowledge that, based upon information regarding Each Stockholder entitled to vote for the individuals listed on Schedule 3.01(a)(iii) that has been provided election of directors to the Reorganized Board agrees that it will vote its Shares or execute written consents, as the case may be, and take all other necessary action (including causing the Company and to JBS USA as call a special meeting of stockholders) in order to ensure that the composition of the date hereof, the individuals so listed are independent directors and are satisfactory to JBS USA. (c) If applicable Law or, at any time while the Reorganized Company’s equity securities are traded on an Exchange, the rules of such Exchange require a greater number or proportion of independent directors on the Board, then Board is as set forth in this Section 2.01; PROVIDED that (i) the DLJMB Entities shall not be required to vote for the board-designees of the Other Stockholders if the JBS Stockholder beneficially owns (as that term aggregate number of Shares held by the Other Stockholders is used with respect to the JBS Stockholder in the Certificate of Incorporation) at least 50less than 10% of the issued such Stockholder's Aggregate Ownership and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either (A) one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement or (B) the number of directors on the Board shall be increased by two (2) and the vacancies created by such increase shall be filled with persons designated by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) the Other Stockholders shall not be required to vote for the board-designees of the DLJMB Entities if the JBS Stockholder beneficially owns (as that term aggregate number of Shares held by the DLJ Entities is used with respect to the JBS Stockholder in the Certificate of Incorporation) less than 50% of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that the size of the Board is expanded pursuant to this Section 3.01(c), no person shall be nominated or appointed as a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material Subsidiaries. (d) If at any time the number or proportion of JBS Directors, Equity Directors or Founder Director on the Board is required to be reduced pursuant to Section 5.2(b) of the Certificate of Incorporation or a director is required to be replaced pursuant to Section 3.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition of the Board, (ii) the Parties shall exercise their respective commercially reasonable efforts to cause such director or directors to tender promptly his, her or their unconditional resignation or resignations from the Board, with any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days of the date of the change in ownership of Common Stock or change in applicable Law or Exchange rule giving rise to the obligation to change the Board pursuant to Section 5.2(b) of the Certificate of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock beneficially owned by JBS USA and its Affiliates to be voted in support of such removal. (e) The Reorganized Company and the Board will include the persons nominated in accordance with the Certificate of Incorporation in the Reorganized Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause the election of such persons nominated. To the fullest extent permitted by Law, the Reorganized Company agrees to use all reasonable efforts to solicit proxies for such nominees for director from all holders of Common Stock.

Composition of the Board. (a) Pursuant to the Reorganization Plan, from and as of the date hereof the authorized number of directors comprising the Board shall be nine, unless changed in accordance with the provisions of this Agreement, the Certificate of Incorporation and the Bylaws. The Board shall initially be composed of: [Warburg Pincus Directors/Vestar Director]; Other Directors. (i) [To be included in the six (6) directors listed on Schedule 3.01(a)(i) hereto, who have been designated by JBS USA (the “JBS Directors”), (ii) the Founder Director, and (iii) the two (2) Equity Directors listed on Schedule 3.01(a)(iii) hereto. Warburg Pincus agreement: For so long as the JBS Stockholder is the beneficial owner (as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) of 35% or more of the outstanding Common Stock, no person shall be nominated as an Equity Director pursuant to the Certificate of Incorporation if JBS USA reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company. The directors shall serve in a manner consistent with the terms of the Certificate of Incorporation and Bylaws. (b) The Reorganized Company and JBS USA acknowledge that, based upon information regarding the individuals listed on Schedule 3.01(a)(iii) that has been provided to the Reorganized Company and to JBS USA as of the date hereof, the individuals so listed are independent directors and are satisfactory to JBS USA. (c) If applicable Law or, at any time while the Reorganized Company’s equity securities are traded on an Exchange, the rules of such Exchange require a greater number or proportion of independent directors on the Board, then (i) if the JBS Stockholder Sponsor Shareholder Group beneficially owns (as that term is used with respect to the JBS Stockholder in the Certificate a number of Incorporation) Company Shares representing at least 50% of the issued and outstanding Common Stock, then, at the option of the JBS Nominating Committee, either (A) one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures percentage set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion below of independent directors on the Board will comply with such requirement or (B) the number of directors on the Board shall be increased by two (2) and the vacancies created by such increase shall be filled with persons designated Company Shares beneficially owned by the JBS Nominating Committee who are independent directors such that the number or proportion of independent directors on the Board will comply with such requirement; or (ii) if the JBS Stockholder beneficially owns (Sponsor Shareholder Group as that term is used with respect to the JBS Stockholder in the Certificate of Incorporation) less than 50% of the issued and outstanding Common Stock, then one or more of the then-existing JBS Directors who are not independent directors shall be replaced (if necessary, by removing or procuring the resignation of each such JBS Director in accordance with the procedures set forth in Section 3.01(d)(ii) and (d)(iii)) with one or more JBS Directors who are independent directors such that, after such replacement, the number or proportion of independent directors on the Board will comply with such requirement. In the event that the size of the Board is expanded pursuant to this Section 3.01(c), no person shall be nominated or appointed as a director if the Equity Nominating Committee reasonably determines that such person (A) is unethical or lacks integrity or (B) is a competitor or is affiliated with a competitor of the Reorganized Company or any material Subsidiaries. (d) If at any time the number or proportion of JBS Directors, Equity Directors or Founder Director on the Board is required to be reduced pursuant to Section 5.2(b) of the Certificate of Incorporation or a director is required to be replaced pursuant to Section 3.01(c), then (i) the JBS Nominating Committee, if any JBS Directors shall be required to be removed or resign, or the Equity Nominating Committee, if any Equity Directors or the Founder Director shall be required to be removed or resign, shall promptly determine which of the JBS Directors or Equity Directors or the Founder Director, as applicable, shall be required to tender his, her or their resignation or resignations in order to so modify the composition of the Board, (ii) the Parties shall exercise their respective commercially reasonable efforts to cause such director or directors to tender promptly his, her or their unconditional resignation or resignations from the Board, with any such resignation being immediately effective without being required to be accepted by the Board, and (iii) if any director who is required to resign from the Board pursuant to Section 3.01(c) or this Section 3.01(d) refuses or otherwise fails to tender his, her or their resignation in accordance with the foregoing within ten (10) days of the date of the change in ownership of Common Stock Closing (as adjusted for any share-splits, share dividends, combinations, recapitalizations or change in applicable Law or Exchange rule giving rise the like), the Sponsor Shareholder Group shall have the right to designate to the obligation Board the number of directors set forth below opposite such percentage (the directors so designated (and any replacement therefor designated in accordance with Section 2.02(c)), the “Warburg Pincus Directors”) and the Parties shall take all Necessary Action to change cause such Warburg Pincus Directors to be elected at each annual general meeting of the Company and at any other meeting where directors of the Board are to be elected (including, in the case of the Company, by (A) recommending that the shareholders of the Company vote in favor of the election of such Warburg Pincus Directors at such meeting and (B) soliciting proxies for the election of such Warburg Pincus Directors); provided that, to the extent that such individuals are not included in the initial Board pursuant to Section 5.2(b2.02(b), the nomination of such Warburg Pincus Directors shall be subject to the approval of the Nominating and Corporate Governance Committee and the approval of the Board, it being understood that any executive in good standing, with a title of “managing director” or above of a Sponsor Shareholder or any Affiliate thereof, shall be presumed to be qualified to serve as a director of the Board, unless the Nominating and Corporate Governance Committee of the Board concludes in good faith that there is good reason to rebut such presumption: 50% or greater 2 Less than 50% but greater than or equal to 20% 1 Less than 20% 0 ] [To be included in the Vestar agreement: For so long as the Sponsor Shareholder Group beneficially owns a number of Company Shares representing at least one-third (1/3) of the Certificate number of Incorporation or Section 3.01(c), then (if not called by the Equity Nominating Committee) JBS USA shall use its commercially reasonable efforts to cause the Reorganized Company to call and hold a special meeting of stockholders of the Reorganized Company as promptly as practicable for the purpose of removing such director or directors, and, notwithstanding anything to the contrary contained in Section 3.04, JBS USA shall cause all shares of Common Stock Shares beneficially owned by JBS USA and its Affiliates the Sponsor Shareholder Group as of the date of the Closing (as adjusted for any share-splits, share dividends, combinations, recapitalizations or the like), the Sponsor Shareholder Group shall have the right to be voted in support of such removal. (e) The Reorganized Company and designate to the Board will include one (1) director (the persons nominated director so designated (and any replacement therefor designated in accordance with Section 2.02(c)) the Certificate “Vestar Director”) and the Parties shall take all Necessary Action to cause such Vestar Director to be elected at each annual general meeting of Incorporation the Company and at any other meeting where directors of the Board are to be elected (including, in the Reorganized case of the Company, by (A) recommending that the shareholders of the Company proxy materials. The Reorganized Company and JBS USA will use all reasonable efforts to cause vote in favor of the election of such persons nominated. To Vestar Director at such meeting and (B) soliciting proxies for the fullest election of such Vestar Director); provided that, to the extent permitted by Lawthat such individual is not included in the initial Board pursuant to Section 2.02(b), the Reorganized nomination of such Vestar Director shall be subject to the approval of the Nominating and Corporate Governance Committee, and the approval of the Board, it being understood that any executive in good standing, with a title of “managing director” or above of a Sponsor Shareholder or any Affiliate thereof, shall be presumed to be qualified to serve as a director of the Board, unless the Nominating and Corporate Governance Committee of the Board concludes in good faith that there is good reason to rebut such presumption.] (ii) All other directors of the Company agrees shall be nominated by the Nominating and Corporate Governance Committee and the Parties shall, subject to use Section 2.07(b), take all reasonable efforts Necessary Action to solicit cause such directors to be elected at each annual general meeting of the Company and at any other meeting where directors of the Board are to be elected (including, in the case of the Company, by (A) recommending that the shareholders of the Company vote in favor of the election of such directors at such meeting and (B) soliciting proxies for the election of such nominees for director from all holders of Common Stockdirectors).