Common use of Designee Clause in Contracts

Designee. (a) On the Closing Date, the Company will take all Necessary Action to cause the Investor Director listed in Exhibit A hereto to be appointed to the Board. (b) From and after the Closing Date until the Board Designation Expiration Date, the manner for selecting nominees for election to the Board will be as follows, subject to Section 3.4: (i) In connection with each annual or special meeting of stockholders of the Company at which directors are to be elected (each such annual or special meeting, an “Election Meeting”), the Investor shall have the right to designate for nomination one (1) Investor Director during any time that the Investor Group Beneficially Own, and have collectively Beneficially Owned at all times from the Closing Date through such Election Meeting, at least ten percent (10%) of the outstanding shares of Common Stock. (ii) The Investor shall give written notice to the Governance Committee of the Investor Director no later than the date that is ninety (90) days before the first anniversary of the date that the Company’s annual proxy for the prior year was first mailed to the Company’s stockholders and the Investor shall provide, or cause such individual to provide, to the Company, such information about such individual and the nomination to the Company at such times as the Company may reasonably request in order to ensure compliance with the applicable stock exchange rules and the applicable securities Laws, and to enable the Board of any committee thereof to make determinations with respect to the qualifications of the individual to be the Investor Director (the “Required Information”); provided, however, that if the Investor fails to give such notice or the Required Information in a timely manner, then the Investor shall be deemed to have nominated the incumbent Investor Director in a timely manner. The Investor shall also provide to the Company, upon reasonable request from the Company and in connection with providing the Required Information, evidence reasonably satisfactory to the Company that the Investor Group collectively Beneficially Own the number of shares of Common Stock that would be required to designate the Investor Director pursuant to this Section 3.1(b) then serving on the Board or then being designated to the Board in connection with an Election Meeting, as applicable. (c) From and after the Closing Date until the Board Designation Expiration Date, the Company shall take all Necessary Actions to cause the Board to include the Investor Director entitled to be designated by the Investor pursuant to Section 3.1(b) and otherwise to reflect the Board composition contemplated by Section 3.1, including the following: (i) at each Election Meeting, include (x) the Investor Director entitled to be designated by the Investor pursuant to Section 3.1(b) in the slate of nominees recommended by the Board to the Company’s stockholders for election as directors, (ii) to solicit proxies in order to obtain stockholder approval of the election of the Investor Director, including causing officers of the Company who hold proxies (unless otherwise directed by the Company stockholder submitting such proxy) to vote such proxies in favor of the election of such Investor Director and (iii) to cause the Investor Director to be elected to the Board, including recommending that the Company’s stockholders vote in favor of the Investor Director in any proxy statement used by the Company to solicit the vote of its stockholders in connection with each Election Meeting. (d) If at any time the Investor Director is serving on the Board when the Investor is not entitled to designate an Investor Director pursuant to Section 3.1(b), then unless otherwise requested by the Board by action of the Non-Affiliated Directors, the Investor shall promptly (and in any event prior to the time the Board next takes any action, whether at a meeting or by written consent) cause such Investor Director to resign from the Board. (e) On the earliest to occur of (the “Board Designation Expiration Date”) (i) the Investor Group collectively Beneficially Owning less than ten percent (10%) of the outstanding shares of Common Stock and (ii) such date that the Investor delivers a written waiver of its rights under this Section 3.1 and Section 3.2 to the Company (which shall be irrevocable) the Investor will have no further rights under this Section 3.1 or Section 3.2. (f) For the avoidance of doubt and subject to Section 3.5 and Section 3.7, the right granted to Investor to designate a member of the Board is additive to, and not intended to limit in any way, the rights that the Investor may have to nominate, elect or remove directors under the Organizational Documents or Delaware General Corporation Law.

Designee. (a) On the Closing Date, the Company will take all Necessary Action to cause the Investor Director listed in Exhibit A hereto to be appointed to the Board. (b) From and after the Closing Date until the Board Designation Expiration Date, the manner for selecting nominees for election to the Board will be as follows, subject to Section 3.4: (i) In connection with each annual or special meeting of stockholders of the Company at which directors are to be elected (each such annual or special meeting, an “Election Meeting”), the Investor shall have the right to designate for nomination one (1) Investor Director during any time that the Investor Group Beneficially Own, and have collectively Beneficially Owned at all times from the Closing Date through such Election Meeting, at least ten percent (10%) of the outstanding shares of Common Stock. (ii) The Investor shall give written notice to the Governance Committee of the Investor Director no later than the date that is ninety (90) days before the first anniversary of the date that the Company’s annual proxy for the prior year was first mailed to the Company’s stockholders and the Investor shall provide, or cause such individual to provide, to the Company, such information about such individual and the nomination to the Company at such times as the Company may reasonably request in order to ensure compliance with the applicable stock exchange rules and the applicable securities Laws, and to enable the Board of any committee thereof to make determinations with respect to the qualifications of the individual to be the Investor Director (the “Required Information”); provided, however, that if the Investor fails to give such notice or the Required Information in a timely manner, then the Investor shall be deemed to have nominated the incumbent Investor Director in a timely manner. The Investor shall also provide to the Company, upon reasonable request from the Company and in connection with providing the Required Information, evidence reasonably satisfactory to the Company that the Investor Group collectively Beneficially Own the number of shares of Common Stock that would be required to designate the Investor Director pursuant to this Section 3.1(b) then serving on the Board or then being designated to the Board in connection with an Election Meeting, as applicable. (c) From and after the Closing Date until the Board Designation Expiration Date, the Company shall take all Necessary Actions to cause the Board to include the Investor Director entitled to be designated by the Investor pursuant to Section 3.1(b) and otherwise to reflect the Board composition contemplated by Section 3.1, including the following: (i) at each Election Meeting, include (x) the Investor Director entitled to be designated by the Investor pursuant to Section 3.1(b) in the slate of nominees recommended by the Board to the Company’s stockholders for election as directors, (ii) to solicit proxies in order to obtain stockholder approval of the election of the Investor Director, including causing officers of the Company who hold proxies (unless otherwise directed by the Company stockholder submitting such proxy) to vote such proxies in favor of the election of such Investor Director and (iii) to cause the Investor Director to be elected to the Board, including recommending that the Company’s stockholders vote in favor of the Investor Director in any proxy statement used by the Company to solicit the vote of its stockholders in connection with each Election Meeting. (d) If at any time the Investor Director is serving on the Board when the Investor is not entitled to designate an Investor Director pursuant to Section 3.1(b), then unless otherwise requested by the Board by action of the Non-Affiliated Directors, the Investor shall promptly (and in any event prior to the time the Board next takes any action, whether at a meeting or by written consent) cause such Investor Director to resign from the Board. (e) On the earliest to occur of (the “Board Designation Expiration Date”) (i) the Investor Group collectively Beneficially Owning less than ten percent (10%) of the outstanding shares of Common Stock and (ii) such date that the Investor delivers a written waiver of its rights under this Section 3.1 and Section 3.2 to the Company (which shall be irrevocable) the Investor will have no further rights under this Section 3.1 or Section 3.2. (f) For the avoidance of doubt and subject to Section 3.5 and Section 3.7, the right granted to Investor to designate a member of the Board is additive to, and not intended to limit in any way, the rights that the Investor may have to nominate, elect or remove directors under the Organizational Documents or Delaware General Corporation Law.

Designee. (a) On Subject to the terms and conditions of this Agreement, from the date of this Agreement until the Sunset Date, the Company and Holder shall take all Necessary Action to cause, effective immediately following the Closing Date, the Company will take all Necessary Action to cause the Investor Director listed in Exhibit A hereto Board of Directors to be appointed to comprised of seven (7) directors, one of whom (the Board. “Designee”) has been initially designated as Vxxxxxx Xxxxxx and shall thereafter be designated by the Holder, provided, that such person’s service as a director must not be prohibited by Law (b) From and after the “Holder Representative”). Following the Closing Date until the Board Designation Expiration Sunset Date, the manner for selecting nominees for election to the Board will be as follows, subject to Section 3.4: (i) In in connection with each the Company’s annual or special meeting of stockholders of the Company at which directors are to be elected (each such annual or special meeting, an the “Election Meeting”), the Investor shall have the right to designate for nomination one (1) Investor Director during any time that the Investor Group Beneficially Own, and have collectively Beneficially Owned at all times from the Closing Date through such Election Meeting, at least ten percent (10%) of the outstanding shares of Common Stock. (ii) The Investor Holder shall give written notice to the Company’s Nominating and Corporate Governance Committee (the “Governance Committee”) identifying the Holder Representative within a reasonable amount of time prior to date on which the Investor Director no proxy is to be filed (and in any event at least 60 days prior to the later than of (i) a date provided by the Company as the expected date that on which a proxy statement is ninety expected to be filed for the Election Meeting and (90ii) days before the first anniversary of the mailing date that of the proxy statement for the annual meeting of the Company’s annual proxy stockholders for the prior year was first mailed year) in connection with the applicable Election Meeting; provided, however, that (A) with respect to the Company’s stockholders 2022 annual meeting of stockholders, the initial Holder Representative shall be deemed to have been nominated, and (B) if the Investor Holder fails to give such written notice to the Governance Committee, then the Holder shall be deemed to have nominated the incumbent Holder Representative in a timely manner. Following provision such notice, the Holder shall provide, or cause such individual individual(s) to provide, to the Company, Company such information about such individual and the nomination to the Company individuals at such times as the Company may reasonably request in order to ensure compliance with the applicable stock exchange rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Rules”) and the applicable securities Laws, laws and to enable the Board of Directors or any committee thereof to make determinations with respect to the qualifications of the individual individual(s) to be the Investor Director a Holder Representative (the “Required Information”); provided, however, that if the Investor Holder fails to give such notice or the Required Information in a timely manner, then the Investor Holder shall be deemed to have nominated the incumbent Investor Director Holder Representative in a timely manner. The Investor shall also provide to the Company, upon reasonable request from the Company and in connection with providing the Required Information, evidence reasonably satisfactory to the Company that the Investor Group collectively Beneficially Own the number of shares of Common Stock that would be required to designate the Investor Director pursuant to this Section 3.1(b) then serving on If for any reason the Board of Directors or then being designated any committee thereof determines that an individual identified by the Holder is not qualified to be a Holder Representative, it shall promptly notify the Board in connection with an Election Meeting, as applicable. (c) From Holder and after the Holder may identify a replacement for such individual. Following the Closing Date until and after taking into account the Board Designation Expiration Dateconsummation of any Related Transaction, the Company shall take all Necessary Actions to cause the Board to include the Investor Director entitled to be designated by the Investor pursuant to Section 3.1(b) and otherwise to reflect the Board composition contemplated by Section 3.1, including the following: (i) at each Election MeetingAction to, include (x) the Investor Director entitled to be designated by the Investor pursuant to Section 3.1(b) in the slate of nominees recommended by the Board to the Company’s stockholders of Directors for election as directors, (ii) to solicit proxies in order to obtain stockholder approval directors at each applicable annual or special meeting of the election stockholders of the Investor DirectorCompany, including causing officers of at every adjournment or postponement thereof, at which directors are to be elected the Company who hold proxies (unless otherwise directed individual designated by the Company stockholder submitting such proxy) to vote such proxies in favor of the election of such Investor Director and (iii) Holder. The Corporation shall take all Necessary Action to cause the Investor Director Designee to be elected to as director at each applicable annual or special meeting of the Board, including recommending that stockholders of the Company’s stockholders vote in favor of , including, but not limited to, soliciting proxies for the Investor Director in any proxy statement used by Designee. The Holder shall take all Necessary Action to elect the Company to solicit the vote of its stockholders in connection with each Election Meeting. (d) If at any time the Investor Director is serving on the Board when the Investor is not entitled to designate an Investor Director pursuant to Section 3.1(b), then unless otherwise requested nominees recommended by the Board by action of Directors for election as director at each applicable annual or special meeting of the Non-Affiliated Directors, the Investor shall promptly (and in any event prior to the time the Board next takes any action, whether at a meeting or by written consent) cause such Investor Director to resign from the Board. (e) On the earliest to occur of (the “Board Designation Expiration Date”) (i) the Investor Group collectively Beneficially Owning less than ten percent (10%) stockholders of the outstanding shares of Common Stock and (ii) such date that the Investor delivers a written waiver of its rights under this Section 3.1 and Section 3.2 to the Company (which shall be irrevocable) the Investor will have no further rights under this Section 3.1 or Section 3.2Company. (f) For the avoidance of doubt and subject to Section 3.5 and Section 3.7, the right granted to Investor to designate a member of the Board is additive to, and not intended to limit in any way, the rights that the Investor may have to nominate, elect or remove directors under the Organizational Documents or Delaware General Corporation Law.

Designee. (a) On Subject to the terms and conditions of this Agreement, from the date of this Agreement until the Sunset Date, the Company and Holder shall take all Necessary Action to cause, effective immediately following the Closing Date, the Company will take all Necessary Action to cause the Investor Director listed in Exhibit A hereto Board of Directors to be appointed to comprised of seven (7) directors, one of whom (the Board. “Designee”) has been initially designated as Cxxxxxxxxxx Xxxxxxxxx and shall thereafter be designated by the Holder, provided, that such person’s service as a director must not be prohibited by Law (b) From and after the “Holder Representative”). Following the Closing Date until the Board Designation Expiration Sunset Date, the manner for selecting nominees for election to the Board will be as follows, subject to Section 3.4: (i) In in connection with each the Company’s annual or special meeting of stockholders of the Company at which directors are to be elected (each such annual or special meeting, an the “Election Meeting”), the Investor shall have the right to designate for nomination one (1) Investor Director during any time that the Investor Group Beneficially Own, and have collectively Beneficially Owned at all times from the Closing Date through such Election Meeting, at least ten percent (10%) of the outstanding shares of Common Stock. (ii) The Investor Holder shall give written notice to the Company’s Nominating and Corporate Governance Committee (the “Governance Committee”) identifying the Holder Representative within a reasonable amount of time prior to date on which the Investor Director no proxy is to be filed (and in any event at least 60 days prior to the later than of (i) a date provided by the Company as the expected date that on which a proxy statement is ninety expected to be filed for the Election Meeting and (90ii) days before the first anniversary of the mailing date that of the proxy statement for the annual meeting of the Company’s annual proxy stockholders for the prior year was first mailed year) in connection with the applicable Election Meeting; provided, however, that (A) with respect to the Company’s stockholders 2022 annual meeting of stockholders, the initial Holder Representative shall be deemed to have been nominated, and (B) if the Investor Holder fails to give such written notice to the Governance Committee, then the Holder shall be deemed to have nominated the incumbent Holder Representative in a timely manner. Following provision such notice, the Holder shall provide, or cause such individual individual(s) to provide, to the Company, Company such information about such individual and the nomination to the Company individuals at such times as the Company may reasonably request in order to ensure compliance with the applicable stock exchange rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Rules”) and the applicable securities Laws, laws and to enable the Board of Directors or any committee thereof to make determinations with respect to the qualifications of the individual individual(s) to be the Investor Director a Holder Representative (the “Required Information”); provided, however, that if the Investor Holder fails to give such notice or the Required Information in a timely manner, then the Investor Holder shall be deemed to have nominated the incumbent Investor Director Holder Representative in a timely manner. The Investor shall also provide to the Company, upon reasonable request from the Company and in connection with providing the Required Information, evidence reasonably satisfactory to the Company that the Investor Group collectively Beneficially Own the number of shares of Common Stock that would be required to designate the Investor Director pursuant to this Section 3.1(b) then serving on If for any reason the Board of Directors or then being designated any committee thereof determines that an individual identified by the Holder is not qualified to be a Holder Representative, it shall promptly notify the Board in connection with an Election Meeting, as applicable. (c) From Holder and after the Holder may identify a replacement for such individual. Following the Closing Date until and after taking into account the Board Designation Expiration Dateconsummation of any Related Transaction, the Company shall take all Necessary Actions to cause the Board to include the Investor Director entitled to be designated by the Investor pursuant to Section 3.1(b) and otherwise to reflect the Board composition contemplated by Section 3.1, including the following: (i) at each Election MeetingAction to, include (x) the Investor Director entitled to be designated by the Investor pursuant to Section 3.1(b) in the slate of nominees recommended by the Board to the Company’s stockholders of Directors for election as directors, (ii) to solicit proxies in order to obtain stockholder approval directors at each applicable annual or special meeting of the election stockholders of the Investor DirectorCompany, including causing officers of at every adjournment or postponement thereof, at which directors are to be elected the Company who hold proxies (unless otherwise directed individual designated by the Company stockholder submitting such proxy) to vote such proxies in favor of the election of such Investor Director and (iii) Holder. The Corporation shall take all Necessary Action to cause the Investor Director Designee to be elected to as director at each applicable annual or special meeting of the Board, including recommending that stockholders of the Company’s stockholders vote in favor of , including, but not limited to, soliciting proxies for the Investor Director in any proxy statement used by Designee. The Holder shall take all Necessary Action to elect the Company to solicit the vote of its stockholders in connection with each Election Meeting. (d) If at any time the Investor Director is serving on the Board when the Investor is not entitled to designate an Investor Director pursuant to Section 3.1(b), then unless otherwise requested nominees recommended by the Board by action of Directors for election as director at each applicable annual or special meeting of the Non-Affiliated Directors, the Investor shall promptly (and in any event prior to the time the Board next takes any action, whether at a meeting or by written consent) cause such Investor Director to resign from the Board. (e) On the earliest to occur of (the “Board Designation Expiration Date”) (i) the Investor Group collectively Beneficially Owning less than ten percent (10%) stockholders of the outstanding shares of Common Stock and (ii) such date that the Investor delivers a written waiver of its rights under this Section 3.1 and Section 3.2 to the Company (which shall be irrevocable) the Investor will have no further rights under this Section 3.1 or Section 3.2Company. (f) For the avoidance of doubt and subject to Section 3.5 and Section 3.7, the right granted to Investor to designate a member of the Board is additive to, and not intended to limit in any way, the rights that the Investor may have to nominate, elect or remove directors under the Organizational Documents or Delaware General Corporation Law.