Common use of Director Nomination Rights Clause in Contracts

Director Nomination Rights. 6.1.1. For so long as the Minimum Holding Condition is satisfied, the Investors holding a majority in interest of the SPAC Shares then outstanding (the “SPAC Majority Holders”) shall have the right to nominate, collectively, one person (the “Nominee”) to the Board of Directors for election to the Board of Directors by giving written notice to the Company not later than twenty (20) days after receiving notice of the date of the applicable meeting of shareholders provided to the Investors, provided that the Nominee has: (a) provided the Company with the Nominee’s written consent to a customary background check, which consent shall be provided promptly after the Nominee is proposed; (b) completed a reasonably satisfactory interview with the Nominating and Governance Committee (or similarly designated committee), which shall be completed as promptly as practicable following receipt of a completed director questionnaire; (c) provided the Company with a completed director questionnaire (in the form to be provided by the Company within three (3) business days of being identified) and such other information required as may be reasonably requested by the Board of Directors; (d) agreed to take all necessary action not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his or her appointment to the Board of Directors; and (e) qualifies as an Independent Director. In the event the Nominating and Governance Committee declines to approve a Nominee, the SPAC Majority Holders may propose a new Nominee, subject to the approval process described above, until a Nominee is approved in accordance with this Section 6.1.1. For purposes of this Agreement, the “Minimum Holding Condition” shall be deemed to be satisfied until the first such time that Investors (together with their respective Affiliates) cease to Beneficially Own collectively a number of Common Shares equal to or greater than: (i) 50% of the total number of Common Shares held by the Investors on the date hereof (as the same may be adjusted by share splits, reverse splits, share dividends, recapitalizations or other similar events) and (ii) 2.0% of the then-issued and outstanding Common Shares, as determined on a fully diluted basis, including the Earn-Out Shares for so long as the Earn-Out Target Conditions pertaining to such Earn-Out Shares remain capable of being satisfied; provided that if the Investors do not satisfy clause (ii) of the Minimum Holding Condition at closing of the transactions contemplated by the BCA, the Minimum Holding Condition shall nevertheless be deemed to be satisfied until such time that the Investors (or any of their respective Affiliates) sell, transfer or otherwise divest any Common Shares, in which case the Minimum Holding Condition shall immediately cease to be satisfied. 6.1.2. Following approval of a Nominee by the Board of Directors, the Company shall take all actions necessary to ensure that: (i) the applicable Nominee is included in the Board of Director’s slate of nominees to the shareholders of the Company for each election of directors and recommended by the Board of Directors at any meeting of shareholders called for the purpose of electing directors; (ii) the Nominee up for election is included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of the foregoing for every meeting of the shareholders of the Company called with respect to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors; and (iii) such Nominee receives the same level of support as is provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or consent solicitation. In addition, each Investor agrees with the Company that such Investor shall vote in favor of each person to be appointed or nominated, as the case may be, for election to the Board of Directors and who has been recommended by the Board of Directors for such appointment or nomination at every meeting of the shareholders of the Company called with respect to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors. 6.1.3. If a vacancy occurs because of the death, disability, disqualification, resignation or removal of a SPAC Director or for any other reason, and at such time, the Minimum Holding Condition is satisfied then SPAC Majority Holders shall be entitled to designate such person’s successor, and the Company shall, within ten (10) days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the director whom such designee replaces. 6.1.4. If at any time, the Minimum Holding Condition cease to be satisfied, then within ten (10) days of such occurring, the SPAC Director shall tender his or her resignation to the Board of Directors for the Board of Director’s consideration. The Investors’ board designation right pursuant to this Section 6 shall terminate and be of no further force and effect upon the first time the Investors cease to satisfy the Minimum Holding Condition and shall not be reinstated under any circumstances.

Director Nomination Rights. 6.1.1. For so long as To the Minimum Holding Condition is satisfied, extent permitted by applicable law and the Investors holding a majority in interest rules of the SPAC Shares principal stock exchange or market on which the Company Common Stock is then outstanding traded or listed, commencing on the date of the Closing and ending on the date that the Company’s obligations under this Section 4.2 terminate in accordance with this Section 4.2 (the “SPAC Majority HoldersPeninsula Board Right Period”): (a) If the Peninsula Holder’s beneficial ownership of Company Common Stock is within the Three Director Range, then the Company shall have the right to nominate, collectively, one person (the “Nominee”) to cause the Board of Directors to nominate for election to the Board of Directors by giving written notice to and shall recommend and support such nominations, in the Company not later than twenty (20) days after receiving notice of the date of the applicable meeting of shareholders manner provided to the Investors, provided that the Nominee has: (a) provided the Company with the Nominee’s written consent to a customary background check, which consent shall be provided promptly after the Nominee is proposed; (b) completed a reasonably satisfactory interview with the Nominating and Governance Committee (or similarly designated committeein Section 4.1(a), which shall be completed such number of Peninsula Nominees as promptly as practicable following receipt is required to maintain the continuous service of a completed director questionnaire; (c) provided the Company with a completed director questionnaire (in the form to be provided by the Company within three (3) business days of being identified) and such other information required as may be reasonably requested by Peninsula Directors on the Board of Directors; (d) agreed to take all necessary action not be considered to be “overboarded” Board. The Company’s obligations under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his or her appointment to the Board of Directors; and (e) qualifies as an Independent Director. In the event the Nominating and Governance Committee declines to approve a Nominee, the SPAC Majority Holders may propose a new Nominee, subject to the approval process described above, until a Nominee is approved in accordance with this Section 6.1.1. For purposes of this Agreement, the “Minimum Holding Condition” 4.2(a) shall be deemed to be satisfied until terminate on the first such time that Investors (together with their respective Affiliates) cease to Beneficially Own collectively a number date on which the Peninsula Holder’s beneficial ownership of Common Shares equal to or greater than: (i) 50% of the total number of Common Shares held by the Investors on the date hereof (as the same may be adjusted by share splits, reverse splits, share dividends, recapitalizations or other similar events) and (ii) 2.0% of the then-issued and outstanding Company Common SharesStock is no longer within the Three Director Range, following which the Peninsula Holder will cause one (1) Peninsula Director to resign as determined on a fully diluted basis, including the Earn-Out Shares for so long as the Earn-Out Target Conditions pertaining to such Earn-Out Shares remain capable of being satisfied; provided that if the Investors do not satisfy clause (ii) member of the Minimum Holding Condition at closing of Board within five (5) Business Days after receiving a written request from the transactions contemplated by the BCA, the Minimum Holding Condition shall nevertheless be deemed to be satisfied until such time that the Investors (or any of their respective Affiliates) sell, transfer or otherwise divest any Common Shares, in which case the Minimum Holding Condition shall immediately cease to be satisfiedCompany. 6.1.2. Following approval (b) If the Peninsula Holder’s beneficial ownership of a Nominee by the Board of DirectorsCompany Common Stock is within Two Director Range, then the Company shall take all actions necessary to ensure that: (i) the applicable Nominee is included in cause the Board of Director’s slate of nominees to the shareholders of the Company for each election of directors and recommended by the Board of Directors at any meeting of shareholders called for the purpose of electing directors; (ii) the Nominee up for election is included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of the foregoing for every meeting of the shareholders of the Company called with respect to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors; and (iii) such Nominee receives the same level of support as is provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or consent solicitation. In addition, each Investor agrees with the Company that such Investor shall vote in favor of each person to be appointed or nominated, as the case may be, nominate for election to the Board and shall recommend and support such nominations, in the manner provided in Section 4.1(a), such number of Peninsula Nominees as is required to maintain the continuous service of two (2) Peninsula Directors and who has been recommended by on the Board Board. The Company’s obligations under this Section 4.2(b) shall terminate automatically on the first date on which the Peninsula Holder’s beneficial ownership of Directors for such appointment or nomination at every meeting of Company Common Stock is no longer within the shareholders of Two Director Range, following which the Company called with respect Peninsula Holder will cause one (1) Peninsula Director to the election of members resign as a member of the Board within five (5) Business Days after receiving a written request from the Company. (c) If the Peninsula Holder’s beneficial ownership of DirectorsCompany Common Stock is within One Director Range, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of then the Company or shall cause the Board of Directors with respect to nominate for election to the election Board and shall recommend and support such nomination, in the manner provided in Section 4.1(a), such number of members Peninsula Nominees as is required to maintain the continuous service of one (1) Peninsula Director on the Board. The Company’s obligations under this Section 4.2(c) shall terminate on the first date on which the Peninsula Holder’s beneficial ownership of Company Common Stock is no longer within the One Director Range, following which the Peninsula Holder will cause one Peninsula Director to resign as a member of the Board of Directorswithin five (5) Business Days after receiving a written request from the Company. 6.1.3. If a vacancy occurs because (d) Any Company Common Stock (or securities convertible, exercisable or exchangeable for shares of Company Common Stock ) acquired by the death, disability, disqualification, resignation Peninsula Holder or removal its Affiliates after the date of a SPAC Director or for any other reason, and at such time, the Minimum Holding Condition is satisfied then SPAC Majority Holders this Agreement shall be entitled to designate such person’s successor, and excluded from the number of shares of Company shall, within ten (10) days Common Stock deemed beneficially owned by the Peninsula Holder for purposes of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the director whom such designee replaces. 6.1.4. If at any time, the Minimum Holding Condition cease to be satisfied, then within ten (10) days of such occurring, the SPAC Director shall tender his or her resignation to the Board of Directors for the Board of Director’s consideration. The Investors’ board designation right pursuant to this Section 6 shall terminate and be of no further force and effect upon the first time the Investors cease to satisfy the Minimum Holding Condition and shall not be reinstated under any circumstances4.2.

Director Nomination Rights. 6.1.1. For so long as the Minimum Holding Condition is satisfied, the Investors holding a majority in interest of the SPAC Shares then outstanding (the “SPAC Majority Holders”a) Linde shall have the right right, at any time and from time to nominatetime, collectivelyexercisable by written notice delivered to the Company referencing this Section 2.2, to designate one person (the “Nominee”1) individual to be appointed to the Board of Directors or nominated for election to the Board of Directors by giving written notice in each case pursuant to the Company not later than twenty procedures set forth in this Section 2.2 (20) days after receiving notice of the date of the applicable meeting of shareholders provided each such individual designated by Linde pursuant to the Investorsthis Section 2.2, provided that the a “Linde Nominee”, and any Linde Nominee has: (a) provided the Company with the Nominee’s written consent to a customary background check, which consent shall be provided promptly after the Nominee who is proposed; (b) completed a reasonably satisfactory interview with the Nominating and Governance Committee (appointed or similarly designated committee), which shall be completed as promptly as practicable following receipt of a completed director questionnaire; (c) provided the Company with a completed director questionnaire (in the form to be provided by the Company within three (3) business days of being identified) and such other information required as may be reasonably requested by the Board of Directors; (d) agreed to take all necessary action not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his or her appointment elected to the Board of Directors; and (e) qualifies as an Independent Director. In the event the Nominating and Governance Committee declines pursuant to approve a Nominee, the SPAC Majority Holders may propose a new Nominee, subject to the approval process described above, until a Nominee is approved in accordance with this Section 6.1.1. For purposes of this Agreement2.2, the a “Minimum Holding Condition” shall be deemed to be satisfied until the first such time that Investors (together with their respective Affiliates) cease to Beneficially Own collectively a number of Common Shares equal to or greater than: (i) 50% of the total number of Common Shares held by the Investors on the date hereof (as the same may be adjusted by share splitsLinde Director”), reverse splits, share dividends, recapitalizations or other similar events) and (ii) 2.0% of the then-issued and outstanding Common Shares, as determined on a fully diluted basis, including the Earn-Out Shares for so long as the Earn-Out Target Conditions pertaining to such Earn-Out Shares remain capable of being satisfied; provided that if the Investors do not satisfy clause (ii) of the Minimum Holding Condition at closing of the transactions contemplated by the BCA, the Minimum Holding Condition shall nevertheless be deemed to be satisfied until such time that the Investors (or any of their respective Affiliates) sell, transfer or otherwise divest any Common Shares, in which case the Minimum Holding Condition shall immediately cease to be satisfied. 6.1.2. Following approval of a Nominee by the Board of Directors, the Company shall take all actions necessary (as applicable) cause the Board to ensure that: (i) promptly appoint such Linde Nominee to the applicable Board or include such Linde Nominee is included in the Board of DirectorBoard’s slate of nominees to the shareholders stockholders of the Company for election at the applicable meeting of stockholders. (b) In the event that a Linde Director for any reason ceases to serve as a member of the Board, whether due to the death, disability, resignation, removal or disqualification of such Linde Director or for any other reason, Linde shall have the right, exercisable by written notice delivered to the Company referencing this Section 2.2, to designate a successor to fill such vacancy, and the Company shall cause the Board to promptly fill such vacancy with such successor designee, it being understood that any such designee shall serve the remainder of the term of the Linde Director whom such designee replaces. (i) If any Linde Nominee is not appointed to the Board within fifteen (15) days of receipt by the Company of the written notice referred to in Section 2.2(a) or 2.2(b), as applicable (other than in the case of a notice delivered requesting the inclusion of the Linde Nominee in the Board’s slate of nominees to the stockholders of the Company for election of directors at an annual or special meeting of stockholders), for any reason whatsoever, then in addition to all other remedies available to Linde hereunder, Linde shall have the right, exercisable by written notice delivered to the Company, to designate another Linde Nominee (and the provisions of this Section 2.2(c)(i) shall likewise apply to each such other Linde Nominee). (ii) If any Linde Nominee designated by Linde for nomination to the Board pursuant to this Section 2.2 becomes incapable of serving on the Board as a result of such individual’s death, withdrawal or disqualification prior to the applicable meeting of stockholders, Linde has the right, exercisable by written notice delivered to the Company, to designate another Linde Nominee to be included in the Board’s slate of nominees to the stockholders of the Company for election at the applicable meeting of stockholders (and the provisions of this Section 2.2(c)(ii) shall likewise apply to each such other Linde Nominee). (iii) In the event that the Linde Nominee included in the Board’s slate of nominees to the stockholders of the Company for election of directors at an annual or special meeting of stockholders fails to be elected by the stockholders at such meeting for any reason whatsoever, the Company shall cause the Board to, as promptly as reasonably practicable, increase the size of the Board by one member and appoint the Linde Nominee to the Board in such newly-created vacancy. Any Linde Nominee appointed to the Board pursuant to the immediately preceding sentence shall be a director of the same class as the most recently elected class of directors. (d) The Company shall: (i) include the Linde Nominee in the Board’s slate of nominees to the stockholders of the Company for each election of directors (or, if the Company then has a classified board of directors, for each election of directors of the class for which such Linde Nominee has been designated) and recommended by the Board of Directors at any meeting of shareholders called for the purpose of electing directors; (ii) the Nominee up for election is included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of for the foregoing for every meeting of the shareholders stockholders of the Company called with respect to the election of members of the Board (or the members of Directorssuch class, as applicable), and at every each adjournment or postponement thereof, and on every each action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members consent of the Board of Directors; and (iii) such Nominee receives or the same level of support as is provided for the other director nominees stockholders of the Company with respect to the applicable meeting of stockholders election or consent solicitation. In addition, each Investor agrees with the Company that such Investor shall vote in favor of each person to be appointed or nominated, as the case may be, for election to the Board of Directors and who has been recommended by the Board of Directors for such appointment or nomination at every meeting of the shareholders of the Company called with respect to the election of members of the Board (or the members of Directorssuch class, and at every adjournment or postponement thereof, and on every action or approval by written resolution as applicable); (ii) recommend that the Company’s stockholders vote in favor of the shareholders election of the Linde Nominee (along with the other individuals in the Board’s slate of nominees) and solicit proxies in favor of such election and otherwise support the Linde Nominee for election in a manner no less favorable than the manner in which the Company supports other individuals in the Board’s slate of nominees for election to the Board; and (iii) not (x) make or recommend any amendment to the Certificate of Incorporation or the Company’s bylaws that could reasonably be expected to have an adverse effect on the rights of any Linde Entity under this Section 2.2 or (y) take any other action for the purpose of adversely affecting the rights of the Linde Entities under this Section 2.2, in each case without the prior written approval of Linde. (e) As a condition to the Linde Nominee’s nomination for election as a director of the Company at any annual or special meeting of stockholders of the Board of Directors Company, Linde must provide to the Company, to the same extent as provided with respect to the election of members Company’s other nominees to the Board, such information as is required to be disclosed in proxy statements under applicable law or which is otherwise necessary for the inclusion of the Board Linde Nominee on the Board’s slate of Directorsnominees for election as directors. 6.1.3. If a vacancy occurs because (f) For the avoidance of the death, disability, disqualification, resignation or removal of a SPAC Director or for any other reason, and at such timedoubt, the Minimum Holding Condition is satisfied then SPAC Majority Holders shall be entitled delivery of any notice by Linde to designate such person’s successor, and the Company shall, within ten (10) days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the director whom such designee replaces. 6.1.4. If at any time, the Minimum Holding Condition cease to be satisfied, then within ten (10) days of such occurring, the SPAC Director shall tender his or her resignation to the Board of Directors for the Board of Director’s consideration. The Investors’ board designation right pursuant to this Section 6 shall terminate and be of no further force and effect upon the first time the Investors cease to satisfy the Minimum Holding Condition and 2.2 shall not be reinstated under subject to the provisions of Section 1.10 of the Company’s bylaws or any circumstancesother similar provisions that may from time to time be set forth in the Company’s bylaws.

Director Nomination Rights. 6.1.1. For so long as the Minimum Holding Condition is satisfied, the Investors holding a majority in interest of the SPAC Shares then outstanding (the “SPAC Majority Holders”a) The NMP Entities shall have the right right, at any time and from time to nominatetime, collectivelyexercisable by written notice delivered to the Company referencing this Section 2.2, to designate one person (the “Nominee”1) individual to be appointed to the Board of Directors or nominated for election to the Board of Directors by giving written notice in each case pursuant to the Company not later than twenty procedures set forth in this Section 2.2 (20) days after receiving notice of the date of the applicable meeting of shareholders provided to the Investors, provided that the Nominee has: (a) provided the Company with the Nominee’s written consent to a customary background check, which consent shall be provided promptly after the Nominee is proposed; (b) completed a reasonably satisfactory interview with the Nominating and Governance Committee (or similarly each such individual designated committee), which shall be completed as promptly as practicable following receipt of a completed director questionnaire; (c) provided the Company with a completed director questionnaire (in the form to be provided by the Company within three (3) business days of being identified) NMP Entities pursuant to this Section 2.2, an “NMP Nominee”, and such other information required as may be reasonably requested by the Board of Directors; (d) agreed to take all necessary action not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his any NMP Nominee who is appointed or her appointment elected to the Board of Directors; and (e) qualifies as an Independent Director. In the event the Nominating and Governance Committee declines pursuant to approve a Nominee, the SPAC Majority Holders may propose a new Nominee, subject to the approval process described above, until a Nominee is approved in accordance with this Section 6.1.1. For purposes of this Agreement2.2, the an “Minimum Holding Condition” shall be deemed to be satisfied until the first such time that Investors (together with their respective Affiliates) cease to Beneficially Own collectively a number of Common Shares equal to or greater than: (i) 50% of the total number of Common Shares held by the Investors on the date hereof (as the same may be adjusted by share splitsNMP Director”), reverse splits, share dividends, recapitalizations or other similar events) and (ii) 2.0% of the then-issued and outstanding Common Shares, as determined on a fully diluted basis, including the Earn-Out Shares for so long as the Earn-Out Target Conditions pertaining to such Earn-Out Shares remain capable of being satisfied; provided that if the Investors do not satisfy clause (ii) of the Minimum Holding Condition at closing of the transactions contemplated by the BCA, the Minimum Holding Condition shall nevertheless be deemed to be satisfied until such time that the Investors (or any of their respective Affiliates) sell, transfer or otherwise divest any Common Shares, in which case the Minimum Holding Condition shall immediately cease to be satisfied. 6.1.2. Following approval of a Nominee by the Board of Directors, the Company shall take all actions necessary (as applicable) cause the Board to ensure that: (i) promptly appoint such NMP Nominee to the applicable Board or include such NMP Nominee is included in the Board of DirectorBoard’s slate of nominees to the shareholders stockholders of the Company for election at the applicable meeting of stockholders. (b) In the event that an NMP Director for any reason ceases to serve as a member of the Board, whether due to the death, disability, resignation, removal or disqualification of such NMP Director or for any other reason, the NMP Entities shall have the right, exercisable by written notice delivered to the Company referencing this Section 2.2, to designate a successor to fill such vacancy, and the Company shall cause the Board to promptly fill such vacancy with such successor designee, it being understood that any such designee shall serve the remainder of the term of the NMP Director whom such designee replaces. (i) If any NMP Nominee is not appointed to the Board within fifteen (15) days of receipt by the Company of the written notice referred to in Section 2.2(a) or 2.2(b), as applicable (other than in the case of a notice delivered requesting the inclusion of the NMP Nominee in the Board’s slate of nominees to the stockholders of the Company for election of directors at an annual or special meeting of stockholders), for any reason whatsoever, then in addition to all other remedies available to the NMP Entities hereunder, the NMP Entities shall have the right, exercisable by written notice delivered to the Company, to designate another NMP Nominee (and the provisions of this Section 2.2(c)(i) shall likewise apply to each such other NMP Nominee). (ii) If any NMP Nominee designated by the NMP Entities for nomination to the Board pursuant to this Section 2.2 becomes incapable of serving on the Board as a result of such individual’s death, withdrawal or disqualification prior to the applicable meeting of stockholders, the NMP Entities have the right, exercisable by written notice delivered to the Company, to designate another NMP Nominee to be included in the Board’s slate of nominees to the stockholders of the Company for election at the applicable meeting of stockholders (and the provisions of this Section 2.2(c)(ii) shall likewise apply to each such other NMP Nominee). (iii) In the event that the NMP Nominee included in the Board’s slate of nominees to the stockholders of the Company for election of directors at an annual or special meeting of stockholders fails to be elected by the stockholders at such meeting for any reason whatsoever, the Company shall cause the Board to, as promptly as reasonably practicable, increase the size of the Board by one member and appoint the NMP Nominee to the Board in such newly-created vacancy. Any NMP Nominee appointed to the Board pursuant to the immediately preceding sentence shall be a director of the same class as the most recently elected class of directors. (d) The Company shall: (i) include the NMP Nominee in the Board’s slate of nominees to the stockholders of the Company for each election of directors (or, if the Company then has a classified board of directors, for each election of directors of the class for which such NMP Nominee has been designated) and recommended by the Board of Directors at any meeting of shareholders called for the purpose of electing directors; (ii) the Nominee up for election is included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of for the foregoing for every meeting of the shareholders stockholders of the Company called with respect to the election of members of the Board (or the members of Directorssuch class, as applicable), and at every each adjournment or postponement thereof, and on every each action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members consent of the Board of Directors; and (iii) such Nominee receives or the same level of support as is provided for the other director nominees stockholders of the Company with respect to the applicable meeting of stockholders election or consent solicitation. In addition, each Investor agrees with the Company that such Investor shall vote in favor of each person to be appointed or nominated, as the case may be, for election to the Board of Directors and who has been recommended by the Board of Directors for such appointment or nomination at every meeting of the shareholders of the Company called with respect to the election of members of the Board (or the members of Directorssuch class, and at every adjournment or postponement thereof, and on every action or approval by written resolution as applicable); (ii) recommend that the Company’s stockholders vote in favor of the shareholders election of the NMP Nominee (along with the other individuals in the Board’s slate of nominees) and solicit proxies in favor of such election and otherwise support the NMP Nominee for election in a manner no less favorable than the manner in which the Company supports other individuals in the Board’s slate of nominees for election to the Board; and (iii) not (x) make or recommend any amendment to the Certificate of Incorporation or the Company’s bylaws that could reasonably be expected to have an adverse effect on the rights of the NMP Entities under this Section 2.2 or (y) take any other action for the purpose of adversely affecting the rights of the NMP Entities under this Section 2.2, in each case without the prior written approval of the NMP Entities. (e) As a condition to the NMP Nominee’s nomination for election as a director of the Company at any annual or special meeting of stockholders of the Board of Directors Company, the NMP Entities must provide to the Company, to the same extent as provided with respect to the election of members Company’s other nominees to the Board, such information as is required to be disclosed in proxy statements under applicable law or which is otherwise necessary for the inclusion of the Board NMP Nominee on the Board’s slate of Directorsnominees for election as directors. 6.1.3. If a vacancy occurs because (f) For the avoidance of the death, disability, disqualification, resignation or removal of a SPAC Director or for any other reason, and at such timedoubt, the Minimum Holding Condition is satisfied then SPAC Majority Holders shall be entitled delivery of any notice by any NMP Entity to designate such person’s successor, and the Company shall, within ten (10) days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the director whom such designee replaces. 6.1.4. If at any time, the Minimum Holding Condition cease to be satisfied, then within ten (10) days of such occurring, the SPAC Director shall tender his or her resignation to the Board of Directors for the Board of Director’s consideration. The Investors’ board designation right pursuant to this Section 6 shall terminate and be of no further force and effect upon the first time the Investors cease to satisfy the Minimum Holding Condition and 2.2 shall not be reinstated under subject to the provisions of Section 1.10 of the Company’s bylaws or any circumstancesother similar provisions that may from time to time be set forth in the Company’s bylaws.

Director Nomination Rights. 6.1.1. For To the extent permitted by applicable law and the rules of the principal stock exchange or market on which the Shares are then traded or listed, for so long as the Minimum Holding Condition is satisfied, the Investors holding a majority in interest Searchlight beneficially owns at least 25% of the SPAC number of Xxxxx Warrants issued on the Issue Date (and/or the respective Warrant Shares then outstanding issued in connection with the exercise of the Xxxxx Warrants) (the “SPAC Majority HoldersSearchlight Board Right Period”) ), Searchlight Holder shall have the right to nominate, collectively, one person nominate a number (the “Nominee”) rounded up to the Board nearest whole number) of Directors individuals for election to the Board of Directors by giving written notice equal to the Company not later than twenty (20) days after receiving notice product of the date of the applicable meeting of shareholders provided to the Investors, provided that the Nominee has: (a) provided following and the Company with the Nominee’s written consent to a customary background check, which consent shall be provided promptly after the Nominee is proposed; include such directors in its recommended Board slate (b) completed a reasonably satisfactory interview with the Nominating and Governance Committee (or similarly designated committee), which shall be completed as promptly as practicable following receipt of a completed director questionnaire; (c) provided the Company with a completed director questionnaire (in the form to be provided by the Company within three (3) business days of being identified) and such other information required as may be reasonably requested by the Board of Directors; (d) agreed to take all necessary action not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his or her appointment to the Board of Directors; and (e) qualifies as an Independent Director. In the event the Nominating and Governance Committee declines to approve a Nominee, the SPAC Majority Holders may propose a new Nominee, subject to the approval process described above, until a Nominee is approved in accordance with this Section 6.1.1. For purposes of this Agreementindividuals, the “Minimum Holding Condition” shall be deemed to be satisfied until the first such time that Investors (together with their respective Affiliates) cease to Beneficially Own collectively a number of Common Shares equal to or greater than: Searchlight Nominees”): (i) the number of directors then serving on the Board multiplied by (ii) a fraction, the numerator of which is the total number of outstanding Warrant Shares underlying the Xxxxx Warrants beneficially owned by Searchlight (after giving effect to the exercise of the Xxxxx Warrants) and the denominator of which is the sum of (A) the total number of outstanding shares of Common Stock plus (B) the number of Warrant Shares underlying the Xxxxx Warrants that have not yet been exercised; provided, however, that, in any event, the number of individuals that Searchlight Holder may be entitled to nominate under this Section 3.1(b) shall not exceed one if Searchlight beneficially owns less than 50% of the total number of Common Shares held by the Investors on the date hereof (as the same may be adjusted by share splits, reverse splits, share dividends, recapitalizations or other similar events) and (ii) 2.0% of the then-issued and outstanding Common Shares, as determined on a fully diluted basis, including the Earn-Out Shares for so long as the Earn-Out Target Conditions pertaining to such Earn-Out Shares remain capable of being satisfied; provided that if the Investors do not satisfy clause (ii) of the Minimum Holding Condition at closing of the transactions contemplated by the BCA, the Minimum Holding Condition shall nevertheless be deemed to be satisfied until such time that the Investors Xxxxx Warrants (or any of their respective Affiliates) sell, transfer or otherwise divest any Common Shares, in which case the Minimum Holding Condition shall immediately cease to be satisfied. 6.1.2. Following approval of a Nominee by the Board of Directors, the Company shall take all actions necessary to ensure that: (i) the applicable Nominee is included in the Board of Director’s slate of nominees to the shareholders of the Company for each election of directors and recommended by the Board of Directors at any meeting of shareholders called for the purpose of electing directors; (ii) the Nominee up for election is included in the proxy statement prepared by management of the Company Warrant Shares issued in connection with the Company’s soliciting proxies or consents in favor exercise of the foregoing for every meeting Xxxxx Warrants) issued or issuable on the Issue Date; provided, further, that in the event that Searchlight beneficially owns at least 50% of the shareholders Xxxxx Warrants (or the Warrant Shares issued in connection with the exercise of the Company called with respect to Xxxxx Warrants) issued or issuable on the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors; and (iii) such Nominee receives the same level of support as is provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or consent solicitation. In addition, each Investor agrees with the Company that such Investor shall vote in favor of each person to be appointed or nominated, as the case may be, for election to the Board of Directors and who has been recommended by the Board of Directors for such appointment or nomination at every meeting of the shareholders of the Company called with respect to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors. 6.1.3. If a vacancy occurs because of the death, disability, disqualification, resignation or removal of a SPAC Director or for any other reason, and at such timeIssue Date, the Minimum Holding Condition is satisfied then SPAC Majority Holders shall number of individuals that Searchlight Holder may be entitled to designate such person’s successor, and the Company shall, within ten (10) days of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the director whom such designee replaces. 6.1.4. If at any time, the Minimum Holding Condition cease to be satisfied, then within ten (10) days of such occurring, the SPAC Director shall tender his or her resignation to the Board of Directors for the Board of Director’s consideration. The Investors’ board designation right pursuant to nominate under this Section 6 shall terminate and be of no further force and effect upon the first time the Investors cease to satisfy the Minimum Holding Condition and 3.1(b) shall not be reinstated under any circumstancesexceed two.

Director Nomination Rights. 6.1.1. (a) For so long as the Minimum Holding Condition is satisfied, the Investors holding a majority in interest Controlling Stockholders collectively own beneficially or of the SPAC Shares then outstanding (the “SPAC Majority Holders”) shall record or otherwise have the right to nominate, collectively, one person vote or consent with respect to at least twenty-eight percent (the “Nominee”28%) to the Board of Directors for election to the Board of Directors by giving written notice to the Company not later than twenty (20) days after receiving notice of the date of the applicable meeting of shareholders provided to the Investors, provided that the Nominee has: (a) provided the Company with the Nominee’s written consent to a customary background check, which consent shall be provided promptly after the Nominee is proposed; (b) completed a reasonably satisfactory interview with the Nominating and Governance Committee (or similarly designated committee), which shall be completed as promptly as practicable following receipt of a completed director questionnaire; (c) provided the Company with a completed director questionnaire (in the form to be provided by the Company within three (3) business days of being identified) and such other information required as may be reasonably requested by the Board of Directors; (d) agreed to take all necessary action not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his or her appointment to the Board of Directors; and (e) qualifies as an Independent Director. In the event the Nominating and Governance Committee declines to approve a Nominee, the SPAC Majority Holders may propose a new Nominee, subject to the approval process described above, until a Nominee is approved in accordance with this Section 6.1.1. For purposes of this Agreement, the “Minimum Holding Condition” shall be deemed to be satisfied until the first such time that Investors (together with their respective Affiliates) cease to Beneficially Own collectively a number of Common Shares equal to or greater than: (i) 50% of the total number of the then outstanding shares of the Common Shares held Stock, the Company shall use its commercially reasonable efforts to cause the Board to nominate, with respect to each election of directors, a number of candidates for election as director who are designated by the Investors on Controlling Stockholders which shall equal, together with all other directors whose terms are to continue following such election and who were nominated by the date hereof Controlling Stockholders (as which directors shall be deemed to include, along with any other directors who are in the same may be adjusted by share splitsfuture nominated pursuant to this Agreement, reverse splitsXxxxx Xxxxxxx, share dividendsXxxxxx Xxxxxx and Xxxxxx Xxxxxxxxxx), recapitalizations or other similar eventsthree (3). (b) and (ii) 2.0% of the then-issued and outstanding Common Shares, as determined on a fully diluted basis, including the Earn-Out Shares for For so long as the EarnControlling Stockholders collectively own beneficially or of record or otherwise have the right to vote or consent with respect to at least eighteen percent (18%), but less than twenty-Out Target Conditions pertaining to such Earn-Out Shares remain capable of being satisfied; provided that if the Investors do not satisfy clause eight percent (ii) 28%), of the Minimum Holding Condition at closing total number of the transactions contemplated by then outstanding shares of the BCA, the Minimum Holding Condition shall nevertheless be deemed to be satisfied until such time that the Investors (or any of their respective Affiliates) sell, transfer or otherwise divest any Common Shares, in which case the Minimum Holding Condition shall immediately cease to be satisfied. 6.1.2. Following approval of a Nominee by the Board of DirectorsStock, the Company shall take use its commercially reasonable efforts to cause the Board to nominate, with respect to each election of directors, a number of candidates for election as director who are designated by the Controlling Stockholders which shall equal, together with all actions necessary other directors whose terms are to ensure that: continue following such election and who were nominated by the Controlling Stockholders (which directors shall be deemed to include, along with any other directors who are in the future nominated pursuant to this Agreement, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxxxxxx), two (2). (c) For so long as the Controlling Stockholders collectively own beneficially or of record or otherwise have the right to vote or consent with respect to at least five percent (5%), but less than eighteen percent (18%), of the total number of the then outstanding shares of the Common Stock, the Company shall use its commercially reasonable efforts to cause the Board to nominate, with respect to each election of directors, a number of candidates for election as director who are designated by the Controlling Stockholders which shall equal, together with all other directors whose terms are to continue following such election and who were nominated by the Controlling Stockholders (which directors shall be deemed to include, along with any other directors who are in the future nominated pursuant to this Agreement, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxxxxxx), one (1). (d) The Controlling Stockholders shall not be entitled to the rights set forth under Sections 1(a), 1(b) and 1(c) if (i) they do not collectively own beneficially or of record or otherwise have the applicable Nominee is included in the Board of Director’s slate of nominees right to the shareholders vote or consent with respect to at least five percent (5%) of the Company for each election total number of directors and recommended by the Board then outstanding shares of Directors at any meeting of shareholders called for the purpose of electing directors; Common Stock, or (ii) the Nominee up for election is included in the proxy statement prepared by management of the Company nominee(s) designated under those Sections would result in connection with the Company’s soliciting proxies or consents in favor such nominee(s) constituting, upon election, a greater percentage of the foregoing for every meeting of Board than the shareholders of minimum ownership percentage set forth in Section 1(a), 1(b) or 1(c), as applicable. (e) To the Company called with respect to extent that the election of members a nominee designated by the Controlling Stockholders pursuant to Section 1(a), which nominee would constitute the third member of the Board of Directorsnominated by the Controlling Stockholders, and at every adjournment or postponement thereofwould result, and on every action or approval by written resolution if such nominee did NOT qualify as “independent” under the rules of the shareholders NASDAQ Stock Exchange, in a majority of the Company or Board failing to consist of directors that DID qualify as independent under such rules, then the Board of Directors with respect Controlling Stockholders shall designate a nominee who would qualify as independent to the extent necessary to cause, upon the election of members of such nominee, the Board of Directors; and (iii) such Nominee receives the same level of support as is provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or consent solicitation. In addition, each Investor agrees with the Company that such Investor shall vote in favor of each person to be appointed or nominated, as the case may be, for election to the Board of Directors and who has been recommended by the Board of Directors for such appointment or nomination at every meeting of the shareholders of the Company called with respect to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors. 6.1.3. If a vacancy occurs because of the death, disability, disqualification, resignation or removal consist of a SPAC Director or for any other reason, and at such time, the Minimum Holding Condition is satisfied then SPAC Majority Holders shall be entitled to designate such person’s successor, and the Company shall, within ten (10) days majority of such designation, take all necessary actions within its control such that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the director whom such designee replacesdirectors qualifying as independent. 6.1.4. If at any time, the Minimum Holding Condition cease to be satisfied, then within ten (10) days of such occurring, the SPAC Director shall tender his or her resignation to the Board of Directors for the Board of Director’s consideration. The Investors’ board designation right pursuant to this Section 6 shall terminate and be of no further force and effect upon the first time the Investors cease to satisfy the Minimum Holding Condition and shall not be reinstated under any circumstances.

Director Nomination Rights. 6.1.1. For so long as the Minimum Holding Condition is satisfied(a) Until Deregistration, the Investors holding a majority in interest connection with any annual or special meeting of the SPAC Shares then outstanding (stockholders of the “SPAC Majority Holders”) Company at which directors shall be elected, GECC shall have the right to nominate, collectively, one person (the “Nominee”) to the Board of Directors designate persons for election to the Board of Directors nomination by giving written notice to the Company not later than twenty (20) days after receiving notice of the date of the applicable meeting of shareholders provided to the Investors, provided that the Nominee has: (a) provided the Company with the Nominee’s written consent to a customary background check, which consent shall be provided promptly after the Nominee is proposed; (b) completed a reasonably satisfactory interview with Board and/or the Nominating and Governance Committee (or similarly designated committee), which shall be completed as promptly as practicable following receipt of a completed director questionnaire; (c) provided the Board for election to the Company with Board (each person so designated, a completed director questionnaire “GE Designee”) as follows: (in i) at any time when the form GE Group shall beneficially own more than fifty percent (50%) of the outstanding shares of Company Common Stock, GECC shall have the right to be provided by designate for nomination five (5) GE Designees; (ii) at any time when the GE Group shall beneficially own at least thirty-three percent (33%) but not more than fifty percent (50%) of the outstanding shares of Company within Common Stock, GECC shall have the right to designate for nomination four (4) GE Designees; (iii) at any time when the GE Group shall beneficially own at least twenty percent (20%) but less than thirty-three percent (33%) of the outstanding shares of Company Common Stock, GECC shall have the right to designate for nomination three (3) business days GE Designees; (iv) at any time when the GE Group shall beneficially own at least ten percent (10%) but less than twenty percent (20%) of being identifiedthe outstanding shares of Company Common Stock and prior to Deregistration, GECC shall have the right to designate for nomination two (2) GE Designees; and (v) at any time when the GE Group shall beneficially own less than ten percent (10%) of the outstanding shares of Company Common Stock and such other information required as may prior to Deregistration, GECC shall have the right to designate for nomination one (1) GE Designee. If the size of the Company Board shall, with GECC’s prior written approval, be reasonably requested by changed, GECC shall have the Board right to designate a proportional number of Directors; (d) agreed to take all necessary action not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his or her appointment persons for nomination to the Company Board (rounded up to the nearest whole number). (b) The Company Board and/or the Nominating and Corporate Governance Committee of Directors; and (e) qualifies the Company Board shall in good faith consider each GE Designee, applying the same standards as an Independent Directorshall be applied for the consideration of other proposed nominees of the Company Board. In the event that the Company Board or Nominating and Corporate Governance Committee fails to approve the nomination of any GE Designee, GECC shall have the right to designate an alternative GE Designee for consideration. (c) The Company shall cause each GE Designee whose nomination has been approved to be included in the slate of nominees recommended by the Company Board and/or the Nominating and Corporate Governance Committee declines to approve a Nominee, the SPAC Majority Holders may propose a new Nominee, subject to the approval process described above, until a Nominee is approved in accordance with this Section 6.1.1. For purposes of this Agreement, the “Minimum Holding Condition” shall be deemed to be satisfied until the first such time that Investors (together with their respective Affiliates) cease to Beneficially Own collectively a number of Common Shares equal to or greater than: (i) 50% of the total number of Common Shares held by the Investors on the date hereof (as the same may be adjusted by share splits, reverse splits, share dividends, recapitalizations or other similar events) and (ii) 2.0% of the then-issued and outstanding Common Shares, as determined on a fully diluted basis, including the Earn-Out Shares for so long as the Earn-Out Target Conditions pertaining to such Earn-Out Shares remain capable of being satisfied; provided that if the Investors do not satisfy clause (ii) of the Minimum Holding Condition at closing of the transactions contemplated by the BCA, the Minimum Holding Condition shall nevertheless be deemed to be satisfied until such time that the Investors (or any of their respective Affiliates) sell, transfer or otherwise divest any Common Shares, in which case the Minimum Holding Condition shall immediately cease to be satisfied. 6.1.2. Following approval of a Nominee by the Board of Directors, the Company shall take all actions necessary to ensure that: (i) the applicable Nominee is included in the Board of Director’s slate of nominees to the shareholders of the Company Board to holders of Company Common Stock for each election (including at any special meeting of stockholders held for the election of directors directors) and recommended by shall use its best efforts to cause the Board election of Directors at any meeting of shareholders called for the purpose of electing directors; (ii) the Nominee up for election is included in the proxy statement prepared by management of the Company in connection with the Company’s each such GE Designee, including soliciting proxies or consents in favor of the foregoing for every meeting election of such persons. (d) In the shareholders of event that any GE Designee elected to the Company called with respect Board shall cease to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors; and (iii) such Nominee receives the same level of support serve as is provided for the other a director nominees of the Company with respect to the applicable meeting of stockholders or consent solicitation. In addition, each Investor agrees with the Company that such Investor shall vote in favor of each person to be appointed or nominated, as the case may be, for election to the Board of Directors and who has been recommended by the Board of Directors for such appointment or nomination at every meeting of the shareholders of the Company called with respect to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors. 6.1.3. If a vacancy occurs because of the death, disability, disqualification, resignation or removal of a SPAC Director or for any other reason, and at such time, the Minimum Holding Condition is satisfied then SPAC Majority Holders shall be entitled to designate such person’s successor, and the Company shall, within ten (10) days of such designation, take all necessary actions within its control such that such vacancy resulting therefrom shall be filled by the Company Board with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the director whom such designee replacesa substitute GE Designee. 6.1.4. If at any time, the Minimum Holding Condition cease to be satisfied, then within ten (10) days of such occurring, the SPAC Director shall tender his or her resignation to the Board of Directors for the Board of Director’s consideration. The Investors’ board designation right pursuant to this Section 6 shall terminate and be of no further force and effect upon the first time the Investors cease to satisfy the Minimum Holding Condition and shall not be reinstated under any circumstances.

Director Nomination Rights. 6.1.1. For so long (a) Until such date as (i) the Minimum Holding Condition is satisfiedOperating Partnership has redeemed, pursuant to the Operating Partnership Agreement, more than 87.5% of the Preferred Units that C-III and RRE (together, the Investors holding a majority “C-III Entities”) received on the date hereof in interest connection with the Contribution Agreement or (ii) the C-III Entities beneficially own less than 12.5% of the SPAC Shares then outstanding Preferred Units that the C-III Entities received on the date hereof in connection with the Contribution Agreement by virtue of the transfer by the C-III Entities of such Preferred Units to any Person that is not a Permitted Transferee (as defined in the “SPAC Majority Holders”Operating Partnership Agreement) or otherwise, the C-III Entities, together, shall have the right to nominate, collectively, designate one person individual (the “Investor Nominee”) to the Board of Directors for election to the Board of Directors by giving written notice to the Company not later than twenty (20) days after receiving notice of the date of the applicable meeting of shareholders provided to the Investors, provided that the Nominee has: (a) provided the Company with the Nominee’s written consent to a customary background check, which consent shall be provided promptly after the Nominee is proposed; (b) completed a reasonably satisfactory interview with the Nominating and Governance Committee (or similarly designated committee), which shall be completed as promptly as practicable following receipt of a completed director questionnaire; (c) provided the Company with a completed director questionnaire (in the form to be provided by the Company within three (3) business days of being identified) and such other information required as may be reasonably requested by the Board of Directors; (d) agreed to take all necessary action not be considered to be “overboarded” under the applicable policies of Institutional Shareholder Services, Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) as a result of his or her appointment to the Board of Directors; and (e) qualifies as an Independent Director. In the event the Nominating and Governance Committee declines to approve a Nominee, the SPAC Majority Holders may propose a new Nominee, subject to the approval process described of such nomination by the Board or any committee of the Board authorized to approve Board nominees, to be included on the slate of director nominees to be voted on by the stockholders of REIT I, as set forth in this Section 3. (b) To facilitate the nomination rights set forth above, until REIT I will use commercially reasonable efforts to notify each of C-III and RRE in writing a reasonable period of time in advance of any action to be taken by REIT I or the Board for the purpose of nominating, electing or designating directors, which notice, in the case of a proxy statement, information statement or registration statement in which nominees for director would be named, shall be delivered by REIT I no later than 30 days prior to the anticipated mailing or filing date, as applicable. Such notice shall set forth in reasonable detail the nature of the action to be taken by REIT I or the Board, and the anticipated date thereof. Upon receipt of such notice, the C-III Entities will consult with REIT I to designate one Investor Nominee as soon as reasonably practicable thereafter; provided, however, that if the C-III Entities shall have failed to designate Investor Nominees in a timely manner, then any incumbent Investor Nominee shall be deemed to have been designated in a timely manner unless there is approved no remaining incumbent Investor Nominee or the incumbent Investor Nominee declines to serve, in accordance which case the Board may designate for nomination another Person. (c) The C-III Entities will provide REIT I with such information about each Investor Nominee as is reasonably requested by REIT I in order for the Board (or nominating committee thereof) to adequately vet the qualifications of the Investor Nominee, include information that will enable the Board to obtain third party background checks, as may be deemed necessary by the Board (or nominating committee thereof) of REIT I and to comply with applicable disclosure rules, including without limitation, any information that a stockholder of REIT I must provide to REIT I in order to nominate a director under the Bylaws of REIT I. (d) In order to facilitate the nomination and approval of the Investor Nominee pursuant to this Section 6.1.1. For purposes of this Agreement3, the “Minimum Holding Condition” Persons listed on Exhibit A hereto shall be deemed to be satisfied until the first such time that Investors (together with their respective Affiliates) cease to Beneficially Own collectively a number of Common Shares equal to or greater than: (i) 50% of the total number of Common Shares held approved as Investor Nominees by the Investors on the date hereof Board (as the same may be adjusted by share splits, reverse splits, share dividends, recapitalizations or other similar eventsa nominating committee thereof) and (ii) 2.0% of the then-issued and outstanding Common Shares, as determined on a fully diluted basis, including the Earn-Out Shares for REIT I so long as the Earnsuch Persons remain employed with C-Out Target Conditions pertaining to III at such Earn-Out Shares remain capable of being satisfied; provided that if the Investors do not satisfy clause (ii) of the Minimum Holding Condition at closing of the transactions contemplated time as such Person is designated by the BCA, the Minimum Holding Condition C-III Entities as an Investor Nominee. The C-III Entities shall nevertheless not be deemed precluded from designating other individuals as Investor Nominees to be satisfied until such time that the Investors (or any of their respective Affiliates) sell, transfer or otherwise divest any Common Shares, in which case the Minimum Holding Condition shall immediately cease to be satisfied. 6.1.2. Following approval of a Nominee considered by the Board (or a nominating committee thereof) of Directors, the Company shall take all actions necessary to ensure that: (i) the applicable Nominee is included in the Board of Director’s slate of nominees REIT I. Notwithstanding anything to the shareholders of contrary in this Section 3, nothing shall prevent the Company for each election of directors and recommended by the Board of Directors at any meeting of shareholders called for the purpose of electing directors; (ii) the Nominee up for election is included in the proxy statement prepared by management of the Company in connection with the Company’s soliciting proxies or consents in favor of the foregoing for every meeting of the shareholders of the Company called with respect to the election of members of the Board of Directorsfrom acting in accordance with their respective fiduciary duties, applicable law and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directors; and (iii) such Nominee receives the same level of support as is provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or consent solicitation. In addition, each Investor agrees with the Company that such Investor shall vote in favor of each person to be appointed or nominated, as the case may be, for election to the Board of Directors and who has been recommended by the Board of Directors for such appointment or nomination at every meeting of the shareholders of the Company called with respect to the election of members of the Board of Directors, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the shareholders of the Company or the Board of Directors with respect to the election of members of the Board of Directorsstock exchange requirements. 6.1.3. (e) If a vacancy occurs because on the Board arises as a result of the death, disability, disqualificationdisability or retirement, resignation or removal of a SPAC Director or for any other reason, and at such timean Investor Nominee, the Minimum Holding Condition is satisfied then SPAC Majority Holders C-III Entities shall be entitled to designate for nomination an Investor Nominee to fill such person’s successor, a vacancy subject to approval by the Board (or a nominating committee thereof). (f) The parties to this Agreement acknowledge and the Company shall, within ten (10) days of such designation, take all necessary actions within its control such agree that such vacancy shall be filled with such successor Nominee, it being understood that any such successor designee shall serve the remainder of the term of the director whom such designee replaces. 6.1.4. If at any time, the Minimum Holding Condition cease to be satisfied, then within ten (10) days of such occurring, the SPAC Director shall tender his or her resignation to the Board of Directors for the Board of Director’s consideration. The Investors’ board designation right Investor Nominee designated pursuant to this Section 6 3 shall terminate automatically expire immediately on the date on which the C-III Entities own less than 12.5% of the Preferred Units (the “Investor Nominee Term Expiration Date”), and that the number of directors serving on the Board shall be automatically decreased by a corresponding number. The Board may take all actions it deems necessary and appropriate to achieve the purpose of no further force this Section 3(f), including but not limited to, describing the term of any Investor Nominee in any proxy statement, information statement or registration statement in which nominees for director would be named as expiring on the Investor Nominee Term Expiration Date. The parties acknowledge that the Investor Nominee, upon election to the Board, will serve as a member of the Board and effect upon will be governed by the first time the Investors cease to satisfy the Minimum Holding Condition same protections and obligations regarding confidentiality, conflicts of interest, related party transactions, fiduciary duties, codes of conduct, trading and disclosure policies, director resignation policy, and other governance guidelines and policies of REIT I as other non-management directors (collectively, “Company Policies”) and shall be required to preserve the confidentiality of the Company’s business and information, including discussions or matters considered in meetings of the Board or committees thereof in accordance with their respective fiduciary duties, applicable law and applicable Company Policies, if any, and shall have the same rights and benefits, including with respect to insurance, indemnification, compensation and fees, as are applicable to all non-management directors of REIT I. REIT I agrees that (i) it will not amend any Company Policies in any manner for the purpose of disqualifying any Investor Nominee and (ii) any changes to the Company Policies, or new Company Policies, will be reinstated under any circumstancesadopted in good faith and not for the purpose of undermining or conflicting with the arrangements contemplated by this Agreement. The Company has made available to the C-III Entities copies of the Company Policies as in effect on the date of this Agreement prior to the date of this Agreement.