Common use of Corporate Governance Clause in Contracts

Corporate Governance. (a) At the Closing, and for so long as any Investor Preferred Stock is outstanding, the Buyer shall have the right to designate that number of the Company's nominees for election to the Board which shall be equal to one director less than a majority of the total number of directors constituting the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing of the conversion or exchange of the Securities pursuant to Section 9.18 and for so long as the outstanding shares of Convertible Preferred Stock which have not been converted, redeemed or exchanged in accordance with their terms shall constitute fifty percent (50%) or more of the shares of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Date, the "Covered Period"), the Buyer shall have the right to designate a majority of the Company's nominees for election to the Board; provided, that such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance of the foregoing, the Company, acting through its Board and in accordance with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be elected, and shall recommend at each such stockholders meeting, as part of the management or Board slate for election to the Board, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted in favor of the election of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee shall cease to serve as a director for any reason, the Company shall cause (subject to the provisions of applicable law) the vacancy resulting

Corporate Governance. (a) At the Closing, and for so long as any Investor Preferred Stock is outstanding, the Buyer shall have the right to designate that number As of the Company's nominees for election to the Board which shall be equal to one director less than a majority of the total number of directors constituting the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing of the conversion or exchange of the Securities pursuant to Section 9.18 date hereof and for so long as the outstanding Investor owns or holds at least 5,379,443 shares of Convertible Preferred Stock which have not been convertedCommon Stock, redeemed or exchanged in accordance with their terms shall constitute fifty percent the Investor will be entitled to designate one (50%1) or more person (reasonably acceptable to the Company) that the Company is required to nominate as a member of the shares Company's board of Convertible Preferred Stock originally issued directors (beginning with the period commencing at the Closing Date, the "Covered PeriodInvestor Director"), who shall initially be Benjamin Chesir, and each of the Buyer Founders shall be required to vote xxxxxx xxxx xxx or hold in approval of such nomination. For so long as the Investor owns or holds at least 5,379,443 shares of Common Stock, the Investor shall be required to vote its shares in favor of each individual nominated as a member of the Company's board of directors by the board of directors, by the nominating committee of the Company or such other ad hoc committee as may be acting in such nominating role. As of the date hereof the Company agrees to increase the number of members of the Company's board of directors by one and to fill such additional position with the Investor Director. Subject to applicable law and the rules governing the over the counter bulletin board market or any national securities exchange on which equity securities of the Company may be listed hereafter, as applicable, as of the date hereof and for so long as the Investor owns or holds at least 5,379,443 shares of Common Stock, the Investor Director shall have the right to designate be designated to serve on each committee of the board of directors (other than the audit committee, which shall be comprised solely of independent directors). (b) The Founders agree that in the event of any vacancy on the Board of Directors, whether caused by the death, disability, retirement, resignation, removal, termination of term of office or otherwise, with respect to any Investor Director, the Founders will use their commercially reasonable efforts to call, or to cause the appropriate officers of the Company to call, a majority special or general meeting of stockholders and to vote, and to cause their Affiliates to vote, all shares of Voting Stock beneficially owned or held of record by them and their Affiliates for, or to take and to cause their Affiliates to take all actions by written consent in respect of all such shares of Voting Stock in lieu of any such meeting, and shall take all reasonable actions within their control that are necessary to cause, the election to the Board of Directors of another individual designated by the Investor to fill such vacancy; provided that the foregoing shall not apply in the event that the Board of Directors takes such action to so constitute the Board of Directors without stockholder action. (c) The Investor may at any time request that a person nominated by it in accordance with this Section 4 be removed as a member of the Board of Directors, with or without cause, and upon the written request of the Investor to the Founders, the Founders agree to vote, and to cause their respective Affiliates to vote, all of their Voting Stock to effect such removal. (d) The Company agrees to cooperate with the Investor, and to take all such actions that it may lawfully take, to achieve the results intended by this Section 4. (e) Notwithstanding anything to the contrary contained in this Agreement, for so long as the Investor owns or holds 5,379,443 shares of Common Stock, no transfer of shares of Voting Stock by the Investor or by the Founders (or any of their respective Affiliates), other than transfers of less than 5% of the Company's nominees for election then outstanding shares of Common Stock on a fully diluted basis permitted under Section 2(b)(i), shall be effective and the Company agrees that no such purported transfer shall be recognized by it or registered on its books and records, unless the transferee agrees in writing to the Board; provided, that such nominees are "Suitable Directors". The nominees designated be bound by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance obligations of the foregoing, Investor or the Company, acting through its Board and in accordance with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be elected, and shall recommend at each such stockholders meetingFounders, as part of the management or Board slate for election to the Boardapplicable, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted set forth in favor of the election of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee shall cease to serve as a director for any reason, the Company shall cause (subject to the provisions of applicable law) the vacancy resultingthis Section 4.

Corporate Governance. (a) At Each of Global Crossing, Softbank and Microsoft shall be entitled to nominate a number of directors to the ClosingBoard of Directors of the Company equal to the total number of directors of the Company multiplied by the percentage that the Common Shares owned of record or beneficially owned by Global Crossing, Softbank or Microsoft, as the case may be, represent of the aggregate voting power of all issued and for so long as outstanding Common Shares (with any Investor Preferred Stock is outstandingresulting fraction rounded up or down to the nearest whole); provided, the Buyer however, that each of Global Crossing, Softbank and Microsoft shall have the right to designate that number of the Company's nominees for election nominate at least one director to the Board which shall be equal to one director less than a majority of Directors of the total number of directors constituting the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing of the conversion or exchange of the Securities pursuant to Section 9.18 and Company for so long as such Shareholder, together with its Affiliates, holds of record or owns beneficially at least 5% of the outstanding shares of Convertible Preferred Stock which have not been converted, redeemed or exchanged Common Shares. Each Shareholder acknowledges and agrees that nothing in accordance with their terms this paragraph shall constitute fifty percent (50%) or more be construed so as to limit in any way the size of the shares Board of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Date, the "Covered Period"), the Buyer shall have the right to designate a majority Directors of the Company's nominees for election to the Board; provided. (b) For as long as each Shareholder, that such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board together with its Affiliates, shall own, directly or indirectly, beneficially or of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance record, at least 5% of the foregoing, outstanding Common Shares of the Company, acting through its Board and in accordance with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be electedsuch Shareholder hereby agrees, and shall recommend at each such stockholders meetingagrees to cause its Affiliates, as part of the management to vote or Board slate for election act by written consent with respect to the Board, the Buyer Nominees. All shares for which the Company's management (or Board holds proxies (including undesignated proxies) shall cause to be voted or acted upon by written consent) (i) all Common Shares held of record or owned beneficially, directly or indirectly, by such Shareholder or its Affiliates at the time of such vote or action by written consent and (ii) all Common Shares as to which such Shareholder or its Affiliates has voting control at the time of such vote or action by written consent, in each case (A) in favor of the election of such Buyer Nominees, except the Persons nominated by each Shareholder pursuant to Bye-Law 79 of the Bye-Laws to serve on the Board of Directors of the Company as may otherwise directors and (B) against the election of any other Person nominated to be provided by stockholders submitting such proxiesa director of the Company. In addition, the event that Company hereby agrees, for so long as each Shareholder has the right to nominate any Buyer Nominee shall cease Persons to serve as a director for any reason, directors of the Company shall pursuant to Bye-Law 79 of the Bye-Laws, to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) (subject i) all Common Shares held of record or owned beneficially, directly or indirectly, by the Company at the time of such vote or action by written consent and (ii) all Common Shares as to which the provisions Company has voting control at the time of applicable law) the vacancy resultingsuch vote or action

Corporate Governance. (a) At the Closing, The Company shall cause one vacancy to be created on its Board of Directors and for so long as any Investor Preferred Stock is outstanding, the Buyer shall have the right cause to designate that number of the Company's nominees for election be elected to the Board which shall be equal to one director less than of Directors, either at a majority meeting of the total number Board of directors constituting Directors or by written resolution in lieu of a meeting of the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing within 10 Business Days of the conversion or exchange of the Securities pursuant to Section 9.18 and for so long as the outstanding shares of Convertible Preferred Stock which have not been converted, redeemed or exchanged in accordance with their terms shall constitute fifty percent (50%) or more of the shares of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Date, one person designated by GAP LP, who shall initially be Xxxxxxx X. Xxxxxxxxxxx (the "Covered PeriodGA Designee"), the Buyer shall have the right to designate a majority of the Company's nominees for election to the Board; provided, that such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance of the foregoing, the Company, acting through its Board and in accordance with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be elected, and shall recommend at each such stockholders meeting, as part of the management or Board slate for election to the Board, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted in favor of the election of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee the GA Designee shall cease to serve as a director for any reason, the Company shall cause the vacancy resulting thereby to be filled by another designee of GAP LP (subject who shall be deemed the GA Designee). The Company shall also permit one non-voting observer designated by GAP LP (the "Observer") to participate in all meetings of the Board of Directors and committees thereof. (b) At each annual or special meeting of the stockholders of the Company after the IPO at which directors are elected, GAP LP shall be entitled to designate to the provisions Board of Directors the GA Designee as a nominee to serve as one of the directors of the Company. The Company shall cause the GA Designee to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of the GA Designee, including, without limitation, recommending to the stockholders of the Company that the stockholders vote in favor of the election of the GA Designee and voting any proxies the Company holds, and using its reasonable best efforts to cause any officers of the Company who hold proxies to vote such proxies in favor of the election of the GA Designee, except, in either case, as otherwise directed by the stockholder who submitted such proxy. (c) The Company shall reimburse the GA Designee and, if the Observer attends with the Company's prior consent, the Observer for their reasonable travel and accommodation expenses incurred in connection with attending meetings of the Board of Directors and committees thereof, and provide such other expense reimbursement as is consistent with the reimbursement provided to other members of the Board of Directors in their capacities as directors of the Company, upon presentation of receipts or other similar documentation. (d) Subject to applicable lawRequirements of Law (including, without limitation, any stock market rules and regulations), the GA Designee shall have the right to serve on each committee of the Board of Directors. (e) This Section 8.4 shall terminate and be of no further force and effect at such time as the vacancy resultingPurchasers, together with their Affiliates, own, in the aggregate, a number of shares of Common Stock that is less than fifty percent (50%) of the total number of Purchased Shares that the Purchasers purchase from the Sellers at the Closing (as adjusted to reflect any stock dividends, splits, combinations or similar changes to the total number of outstanding shares of Common Stock).

Corporate Governance. (a) At the Closing, and for so long as any Investor Preferred Stock is outstanding, the Buyer shall have the right to designate that number As of the Company's nominees for election to the Board which shall be equal to one director less than a majority of the total number of directors constituting the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing of the conversion or exchange of the Securities pursuant to Section 9.18 date hereof and for so long as the outstanding Investor owns or holds at least 5,379,443 shares of Convertible Preferred Stock which have not been convertedCommon Stock, redeemed or exchanged in accordance with their terms shall constitute fifty percent the Investor will be entitled to designate one (50%1) or more person (reasonably acceptable to the Company) that the Company is required to nominate as a member of the Company’s board of directors (the “Investor Director”), who shall initially be Xxxxxxxx Xxxxxx, and each of the Founders shall be required to vote shares they own or hold in approval of such nomination. For so long as the Investor owns or holds at least 5,379,443 shares of Convertible Preferred Stock originally issued (beginning Common Stock, the Investor shall be required to vote its shares in favor of each individual nominated as a member of the Company’s board of directors by the board of directors, by the nominating committee of the Company or such other ad hoc committee as may be acting in such nominating role. As of the date hereof the Company agrees to increase the number of members of the Company’s board of directors by one and to fill such additional position with the period commencing Investor Director. Subject to applicable law and the rules governing the over the counter bulletin board market or any national securities exchange on which equity securities of the Company may be listed hereafter, as applicable, as of the date hereof and for so long as the Investor owns or holds at the Closing Dateleast 5,379,443 shares of Common Stock, the "Covered Period"), the Buyer Investor Director shall have the right to designate be designated to serve on each committee of the board of directors (other than the audit committee, which shall be comprised solely of independent directors). (b) The Founders agree that in the event of any vacancy on the Board of Directors, whether caused by the death, disability, retirement, resignation, removal, termination of term of office or otherwise, with respect to any Investor Director, the Founders will use their commercially reasonable efforts to call, or to cause the appropriate officers of the Company to call, a majority special or general meeting of stockholders and to vote, and to cause their Affiliates to vote, all shares of Voting Stock beneficially owned or held of record by them and their Affiliates for, or to take and to cause their Affiliates to take all actions by written consent in respect of all such shares of Voting Stock in lieu of any such meeting, and shall take all reasonable actions within their control that are necessary to cause, the election to the Board of Directors of another individual designated by the Investor to fill such vacancy; provided that the foregoing shall not apply in the event that the Board of Directors takes such action to so constitute the Board of Directors without stockholder action. (c) The Investor may at any time request that a person nominated by it in accordance with this Section 4 be removed as a member of the Board of Directors, with or without cause, and upon the written request of the Investor to the Founders, the Founders agree to vote, and to cause their respective Affiliates to vote, all of their Voting Stock to effect such removal. (d) The Company agrees to cooperate with the Investor, and to take all such actions that it may lawfully take, to achieve the results intended by this Section 4. (e) Notwithstanding anything to the contrary contained in this Agreement, for so long as the Investor owns or holds 5,379,443 shares of Common Stock, no transfer of shares of Voting Stock by the Investor or by the Founders (or any of their respective Affiliates), other than transfers of less than 5% of the Company's nominees for election ’s then outstanding shares of Common Stock on a fully diluted basis permitted under Section 2(b)(i), shall be effective and the Company agrees that no such purported transfer shall be recognized by it or registered on its books and records, unless the transferee agrees in writing to the Board; provided, that such nominees are "Suitable Directors". The nominees designated be bound by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance obligations of the foregoing, Investor or the Company, acting through its Board and in accordance with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be elected, and shall recommend at each such stockholders meetingFounders, as part of the management or Board slate for election to the Boardapplicable, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted set forth in favor of the election of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee shall cease to serve as a director for any reason, the Company shall cause (subject to the provisions of applicable law) the vacancy resultingthis Section 4.

Corporate Governance. (a) At each annual meeting of the ClosingStockholders and at each special meeting of the Stockholders called for the purpose of electing directors of the Company, and for so long as at any Investor Preferred Stock is outstanding, time at which stockholders of the Buyer Company shall have the right to designate that number to, or shall, vote for directors of the Company's nominees for election , then, and in each event, the Stockholders hereby agree to the Board which shall be equal attend each meeting in person or by proxy and hereby agree to one director less than a majority vote stock of the total number of directors constituting the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing Company and shares of the conversion Company now owned or exchange of hereafter acquired by him, her or it (whether at a meeting or by written consent in lieu thereof) (i) so that the Securities pursuant to Section 9.18 and for so long as the outstanding shares of Convertible Preferred Stock which have not been converted, redeemed or exchanged in accordance with their terms shall constitute fifty percent (50%) or more of the shares of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Date, the "Covered Period"), the Buyer shall have the right to designate a majority of the Company's nominees for election to the Board; provided, that such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior be designated as set forth herein, (ii) to their appointment as directors. In furtherance fix the number of members of the foregoingBoard at any number up to nine (9) and (iii) to elect and thereafter to continue in office as a Director of the Company the following (i) two Directors shall be persons nominated by the Berkshire Stockholders (currently Xxxxxxx X. Xxxxx and Xxxxx Xxxxxx) (collectively the "Berkshire Representatives"); (ii) up to five (5) Directors shall be persons nominated by the Management Shareholders (and currently include Jordan X. Xxxx, Xxxxxxx Xxxxxxxxxx and Xxxxxxx X. Xxxxx) (collectively, the "Management Representatives") and (iii) up to two (2) Directors shall be persons who are not employees or officers of the Company, acting through its Board and in accordance with its Certificate one of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors whom shall be elected, and shall recommend at each such stockholders meeting, as part of nominated by the management or Board slate for election to the Board, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted in favor of the election of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee shall cease to serve as a director for any reason, the Company shall cause Berkshire Stockholders (subject to the provisions reasonable approval of applicable lawthe Management Stockholders) and one of whom shall be nominated by the Management Stockholders (subject to the reasonable approval of the Berkshire Stockholders) (collectively the "Outside Representatives"). A vacancy resultingin either of the directorships to be occupied by a Berkshire Representative shall be filled only by vote or written consent of a majority in interest of the Berkshire Stockholders; a vacancy in any of the directorships to be held by the Management Representative shall be filled only by vote or written consent of Management Stockholders holding at least eighty percent (80%) in interest of the Shares held by all Management Stockholders; and a vacancy in the directorships to be held by the Outside Representatives shall be filled only be vote or written consent of the Stockholders who nominated such Outside Representative (subject to the approval as set forth in clause (iii) above).

Corporate Governance. (a) At each annual meeting of the ClosingStockholders and at each special meeting of the Stockholders called for the purpose of electing directors of the Company, and for so long as at any Investor Preferred Stock is outstanding, time at which stockholders of the Buyer Company shall have the right to designate that number to, or shall, vote for directors of the Company's nominees for election , then, and in each event, the Stockholders hereby agree to the Board which shall be equal attend each meeting in person or by proxy and hereby agree to one director less than a majority vote stock of the total number of directors constituting the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing Company and shares of the conversion Company now owned or exchange of hereafter acquired by him, her or it (whether at a meeting or by written consent in lieu thereof) (i) so that the Securities pursuant to Section 9.18 and for so long as the outstanding shares of Convertible Preferred Stock which have not been converted, redeemed or exchanged in accordance with their terms shall constitute fifty percent (50%) or more of the shares of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Date, the "Covered Period"), the Buyer shall have the right to designate a majority of the Company's nominees for election to the Board; provided, that such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior be designated as set forth herein, (ii) to their appointment as directors. In furtherance fix the number of members of the foregoingBoard at seven (7) and (iii) to elect and thereafter to continue in office as a Director of the Company the following: (i) two (2) Directors shall be persons nominated by the Berkshire Stockholders (who shall initially be Xxxxxxx X. Xxxxx and Xxxxx Xxxxxx) (collectively the "Berkshire Representatives"); (ii) three (3) Directors shall be persons nominated by the Management Shareholders (who shall initially be Jordan X. Xxxx, Xxxxxxx Xxxxxxxxxx and Xxxxxxx X. Xxxxx) (collectively, the "Management Representatives") and (iii) two (2) Directors shall be persons who are not employees or officers of the Company, acting through its Board and in accordance with its Certificate one of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors whom shall be elected, and shall recommend at each such stockholders meeting, as part of nominated by the management or Board slate for election to the Board, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted in favor of the election of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee shall cease to serve as a director for any reason, the Company shall cause Berkshire Stockholders (subject to the provisions reasonable approval of applicable lawthe Management Stockholders) and one of whom shall be nominated by the Management Stockholders (subject to the reasonable approval of the Berkshire Stockholders) (collectively the "Outside Representatives"). A vacancy resultingin either of the directorships to be occupied by a Berkshire Representative shall be filled only by vote or written consent of a majority in interest of the Berkshire Stockholders; a vacancy in any of the directorships to be held by the Management Representatives shall be filled only by vote or written consent of Management Stockholders holding at least eighty percent (80%) in interest of the Shares held by all Management Stockholders; and a vacancy in the directorships to be held by the Outside Representatives shall be filled only by vote or written consent of the Stockholders who nominated such Outside Representative (subject to approval as set forth in clause (iii) above).

Corporate Governance. (a) At The following provisions are inserted for the Closingmanagement of the business and the conduct of the affairs of the Corporation, and for so long as any Investor Preferred Stock is outstandingfurther definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders: (1) The business and affairs of the Corporation shall be managed by or under the direction of the board of directors of the Corporation (the “Board of Directors”). In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the bylaws of the Corporation then in effect, the Buyer shall have directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the right Corporation, subject, nevertheless, to designate that number the DGCL, this Certificate of Incorporation, and the bylaws of the Company's nominees for election Corporation. (2) The directors of the Corporation need not be stockholders of the Corporation, and need not be elected by written ballot unless the bylaws of the Corporation so provide. (3) Special meetings of the stockholders, other than those required by statute, may be called at any time as set forth in the bylaws of the Corporation, and may be called upon the written request to the Board which shall be equal to Secretary by one director less than or more stockholders holding, in the aggregate, at least a majority of the total number voting power of the shares entitled to vote in the election of directors constituting the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing of the conversion or exchange Corporation. Any such written request shall specify the time of such meeting and the general nature of the Securities pursuant business proposed to Section 9.18 be transacted and for so long as shall be delivered to the outstanding shares Secretary of Convertible Preferred Stock which have not been convertedthe Corporation at the principal executive offices of the Corporation, redeemed and the Secretary shall, promptly following his or exchanged her receipt of such request, cause notice of such meeting to be given in accordance with their terms shall constitute fifty percent (50%) or more the bylaws of the shares of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Date, the "Covered Period"), the Buyer shall have the right Corporation to designate a majority each of the Company's nominees stockholders entitled to vote at such meeting. (4) An annual meeting of stockholders, for the election to of directors and for the Board; providedtransaction of such other business as may properly come before the meeting, that shall be held at such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to place, on such date, and at such time as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance of the foregoing, the Company, acting through its Board and in accordance with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be elected, and shall recommend at each such stockholders meeting, as part of the management or Board slate for election to the Board, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted in favor of the election of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee shall cease to serve as a director for any reason, the Company shall cause (subject to the provisions of applicable law) the vacancy resultingfix.

Corporate Governance. 5.1. Board of Directors. Bank and the Company hereby agree as follows: (a) Bank shall be entitled to nominate two directors to the Board. The first such director will be appointed to the class of directors whose term expires in 2002 and the second such director will be appointed to the class of directors whose term expires in 2003. At the Closing, and for so long as any Investor Preferred Stock is outstandingexpiration of their respective initial terms in office, the Buyer Company shall have the right nominate each of such Bank-nominated directors for reelection with his or her class for reelection to designate that number of the Company's nominees for election to the Board which shall be equal to one director less than a majority of the total number of directors constituting the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing of the conversion or exchange of the Securities pursuant to Section 9.18 and for so long as the outstanding shares of Convertible Preferred Stock which have not been converted, redeemed or exchanged in accordance with their terms shall constitute fifty percent full three-year term (50%) or more of the shares of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Daterespectively, the "Covered PeriodFull Term"), the Buyer shall have the right to designate a majority of the Company's nominees for election to the Board; provided, that such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance of the foregoingCompany hereby agrees that, the Company, acting through its Board at and in accordance connection with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders shareholders of the Company at which directors shall of the Company are to be electedelected occurring prior to the completion of the applicable Full Term, the Company, the Board and shall the nominating committee thereof will (i) nominate and recommend at each such stockholders meeting, to shareholders for election or re-election as part of the management slate of directors such individuals nominated by Bank and (ii) the Company shall use all Commercially Reasonable Efforts to cause the election or Board slate re-election of such individuals, including without limitation providing the same type of support for election to the Board, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted in favor of the election of such Buyer Nominees, except individuals as may otherwise be directors of the Company as provided by stockholders submitting the Company, its directors, its management and its Affiliates to other Persons standing for election as directors of the Company as part of the management slate, in each case to the extent necessary so that each of such proxies. In the event that any Buyer Nominee shall cease Bank-nominated directors is elected to and able to serve his or her applicable Full Term. (b) As long as a any Bank-nominated director for any reasonis then serving on the Board pursuant to Section 5.1(a), the Company will use its Commercially Reasonable Efforts to cause each of the audit and compensation committees of the Board, and such other key committees of the Board as the parties shall cause mutually agree from time to time, to include at least one director designated by Bank, other than under circumstances in which it would be inconsistent with applicable Law (subject as, for example, in the case of certain special committees of independent directors formed to consider matters relating to Bank). (c) The Company shall give such further assurances to Bank, and shall execute, acknowledge and deliver all such other instruments (including without limitation any amendments to its articles of incorporation and by-laws) and take such further action as may be reasonably necessary or appropriate to effectuate the provisions of applicable law) the vacancy resultingthis Section 5.1.

Corporate Governance. The Company, Nexsan Sub, 6360246 Canada and Evertrust agree that: (aA) At On or before September 30, 2007, an audit committee of Evertrust shall be established, the Closingcomposition of which shall be in accordance with applicable law; (B) Following the meeting of the Board of Directors of the Company to be held on September 5, 2007, or as soon thereafter as the independent accountants for the Company, Nexsan Sub, 6360246 Canada and Evertrust shall have delivered their analysis and report (currently in progress) concerning Evertrust’s financial statements, a meeting of both the audit committee and the full board of directors of Evertrust shall be convened to review, discuss, and approve matters customarily appropriate for an audit committee and Board of Directors, which shall at a minimum include a review of the financial statements of Evertrust for the applicable period then ended and any prior periods as the board of directors or audit committee deems appropriate; such meetings may be held at such time or place inside or outside Canada, by telephone conference call or in person, as the Chairman of the Company shall determine and may be held in conjunction with or immediately before or immediately after meetings of the audit committee and Board of Directors of the Company; (C) As promptly as practicable after each of the aforementioned audit or board meetings, written minutes of such committee or board meetings shall be compiled by the secretary of the meeting and circulated for review and approval of the applicable committee or board members, and upon approval the same, shall be signed by such of the committee or board members as may be required by applicable law and entered into the minute books of Evertrust; (D) For so long as any Investor Preferred Stock is outstandingGxxxxxx remains as either a director or officer of Evertrust, the Buyer he shall have the right be entitled to designate that number a copy of minutes of the Company's nominees for election to the Board which shall be equal to one director less than a majority aforementioned meetings of the total number of directors constituting audit committee and the whole Board of Directors; provided; (E) Corporate action by Nexsan Sub and 6360246 Canada shall be taken in, that the manner required by applicable law and, to the extent such nominees are "Suitable Directors." At action requires the Closing approval of the conversion or exchange directors of either such company, such action shall be taken either by written consent of the Securities pursuant to Section 9.18 and for directors or by resolutions duly adopted at meeting of the board, as determined by the directors of such companies or as otherwise provided in the bylaws of such companies. For so long as the outstanding shares Gxxxxxx remains as either a director or officer of Convertible Preferred Stock which have not been convertedNexsan Sub or 6360246 Canada, redeemed or exchanged in accordance with their terms he shall constitute fifty percent (50%) or more be entitled to a copy of the shares of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Date, the "Covered Period"), the Buyer shall have the right to designate a majority of the Company's nominees for election to the Board; provided, that such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance of the foregoing, the Company, acting through its Board and in accordance with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be elected, and shall recommend at each such stockholders meeting, as part of the management or Board slate for election to the Board, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted in favor of the election minutes and/or resolutions of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee shall cease to serve as a director for any reason, the Company shall cause (subject to the provisions of applicable law) the vacancy resultingcompanies.

Corporate Governance. (a) At the Closing, The Company shall cause one vacancy to be created on its Board of Directors and for so long as any Investor Preferred Stock is outstanding, the Buyer shall have the right cause to designate that number of the Company's nominees for election be elected to the Board which shall be equal to one director less than of Directors, either at a majority meeting of the total number Board of directors constituting Directors or by written resolution in lieu of a meeting of the whole Board of Directors; provided, that such nominees are "Suitable Directors." At the Closing within 10 Business Days of the conversion or exchange of the Securities pursuant to Section 9.18 and for so long as the outstanding shares of Convertible Preferred Stock which have not been converted, redeemed or exchanged in accordance with their terms shall constitute fifty percent (50%) or more of the shares of Convertible Preferred Stock originally issued (beginning with the period commencing at the Closing Date, one person designated by GAP LP, who shall initially be Xxxxxxx X. Xxxxxxxxxxx (the "Covered PeriodGA Designee"), the Buyer shall have the right to designate a majority of the Company's nominees for election to the Board; provided, that such nominees are "Suitable Directors". The nominees designated by the Buyer are herein referred to as the "Buyer Nominees." The Company's Board of Directors shall recommend or approve all such Buyer Nominees prior to their appointment as directors. In furtherance of the foregoing, the Company, acting through its Board and in accordance with its Certificate of Incorporation, By-laws and applicable law, shall recommend in the proxy statement for each annual or special meeting of stockholders at which directors shall be elected, and shall recommend at each such stockholders meeting, as part of the management or Board slate for election to the Board, the Buyer Nominees. All shares for which the Company's management or Board holds proxies (including undesignated proxies) shall be voted in favor of the election of such Buyer Nominees, except as may otherwise be provided by stockholders submitting such proxies. In the event that any Buyer Nominee the GA Designee shall cease to serve as a director for any reason, the Company shall cause the vacancy resulting thereby to be filled by another designee of GAP LP (subject who shall be deemed the GA Designee). The Company shall also permit one non-voting observer designated by GAP LP (the "Observer") to participate in all meetings of the Board of Directors and committees thereof. (b) At each annual or special meeting of the stockholders of the Company after the IPO at which directors are elected, GAP LP shall be entitled to designate to the provisions Board of Directors the GA Designee as a nominee to serve as one of the directors of the Company. The Company shall cause the GA Designee to be included in the slate of nominees recommended by the Board of Directors to the Company's stockholders for election as directors, and the Company shall use its reasonable best efforts to cause the election of the GA Designee, including, without limitation, recommending to the stockholders of the Company that the stockholders vote in favor of the election of the GA Designee and voting any proxies the Company holds, and using its reasonable best efforts to cause any officers of the Company who hold proxies to vote such proxies in favor of the election of the GA Designee, except, in either case, as otherwise directed by the stockholder who submitted such proxy. (c) The Company shall reimburse the GA Designee and the Observer for their travel and accommodation expenses incurred in connection with attending meetings of the Board of Directors and committees thereof, and provide such other expense reimbursement as is consistent with the reimbursement provided to other members of the Board of Directors in their capacities as directors of the Company, upon presentation of receipts or other similar documentation. (d) Subject to applicable lawRequirements of Law (including, without limitation, any stock market rules and regulations), the GA Designee shall have the right to serve on each committee of the Board of Directors. (e) This Section 8.4 shall terminate and be of no further force and effect at such time as the vacancy resultingPurchasers, together with their Affiliates, own, in the aggregate, a number of shares of Common Stock that is less than fifty percent (50%) of the total number of Purchased Shares that the Purchasers purchase from the Sellers at the Closing (as adjusted to reflect any stock dividends, splits, combinations or similar changes to the total number of outstanding shares of Common Stock).