Common use of Director Nomination Rights Clause in Contracts

Director Nomination Rights. (a) Until the Trigger Date and subject to Section 3.2(a)(ii), in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, or any solicitation or submission of written consents having the same effect, the Nominating Committee shall nominate for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate a number of directors equal to the product of (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative shall have full authority and ability to designate any Amneal Designees, and the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Board. For the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal Designee. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time the number of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO Director), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date and (ii) until the third annual meeting of stockholders of the Company following the Closing Date, any change to the individuals serving as Chairman or Co-Chairmen of the Company Board.

Director Nomination Rights. (a) Until a Stepdown Date and, in the Trigger event of a Stepdown Date, from and after any Step-up Date and subject to Section 3.2(a)(ii)until any subsequent Stepdown Date or the Expiration Date, in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, or any solicitation or submission of written consents having the same effect, the Nominating Committee shall nominate for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative Next Alt shall have the right to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising specified in Section 2.1(a)(i) and Section 2.1(a)(iii) for nomination by the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of Board for election to the Company Common StockBoard (the “Next Alt Designees”). From a Stepdown Date until the earlier of a Step-up Date or the Expiration Date, the Amneal Group Representative Next Alt shall have the right to designate a number of directors Next Alt Designees equal to the product of (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the entire Company BoardBoard multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially owned, rounded in the aggregate, by the PDR Group, rounding up in the case of any resulting fractional number of Next Alt Designees; provided that, at all times that Next Alt is entitled to the nearest whole number (e.g.designate at least one Next Alt Designee, at least one and one quarter (1 1/4) directors Next Alt Designee shall be rounded up to two designated by A4 (2) directorssuch Next Alt Designee the “A4-Next Alt Designee”); provided, that such rounding however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not result in the Amneal Group Representative having have the right to designate a majority number of the total number Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Board. Until the Trigger Expiration Date, the Amneal Group Representative Next Alt and A4, as applicable, shall have full authority and ability to designate any Amneal nominate, elect and remove the Next Alt Designees; provided, and however, that in no event shall Next Alt cause the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal A4-Next Alt Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall any Qualifying Investor be entitled to designate any person to be a director) Next Alt Designee who is unqualified under any it believes does not meet the requirements for director nominees as set forth in the applicable Law to serve as a director on policies of the Company Boardrelating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Amneal Next Alt Designee with an Amneal Group Member by Next Alt or any of its Subsidiaries or Affiliates or service by any such Amneal Next Alt Designee on the board of directors (or equivalent body) of an Amneal Group Member Next Alt or any of its Subsidiaries or Affiliates shall not, by itself, not automatically disqualify such individual from serving on the Company Board as an Amneal a Next Alt Designee. (cb) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time the number of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO Director), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee Next Alt Designee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors) and shall use its best efforts to cause the election of each such Next Alt Designee. (c) Until the Expiration Date, in the event that any Next Alt Director (including the A4-Next Alt Director) shall cease to serve as a director for any reason (whether as a result of resignation (other than a resignation in accordance with Section 2.2(d). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve ), removal or incapacity), then (i) in the case of a decision not Next Alt Director (other than the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date fill such vacancy and (ii) in the case of the A4-Next Alt Director, A4 will designate a substitute A4-Next Alt Designee to fill such vacancy. (d) From a Stepdown Date until the third earlier of a Step-up Date or the Expiration Date, Next Alt shall cause such number of Next Alt Directors then serving on the Company Board to resign from the Company Board (such resigning Next Alt Director to be replaced by nominees chosen by the Independent Directors) as is necessary so that the remaining number of Next Alt Directors then serving on the Board is equal to the number of Next Alt Designees that Next Alt is then entitled to designate for nomination pursuant to Section 2.2(a); provided, however, that in no event shall Next Alt cause the A4-Next Alt Director to resign without the prior written consent of A4. Any resignation of a Next Alt Designee required to give effect to this Section 2.2(d) will comply with the applicable rules of the New York Stock Exchange; provided that, for the avoidance of doubt, any such resignation need not be effective until the next annual meeting of the stockholders of the Company following the Closing Date, any change to the individuals serving as Chairman or Co-Chairmen of the Company BoardCompany.

Director Nomination Rights. (a) Until For so long as the Trigger Date and subject to Section 3.2(a)(ii), in connection with any annual Controlling Stockholders collectively own beneficially or special meeting of the stockholders of the Company at which directors shall be elected, record or any solicitation or submission of written consents having the same effect, the Nominating Committee shall nominate for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall otherwise have the right to designate the lowest number of Amneal Designees that constitutes a majority vote or consent with respect to at least twenty-eight percent (28%) of the total number of directors comprising the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the then outstanding shares of the Company Common Stock, the Amneal Group Representative 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), three (3). (b) For so long as the Controlling Stockholders collectively own beneficially or of record or otherwise have the right to designate a number of directors equal vote or consent with respect to the product of at least eighteen percent (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and 18%), but less than twenty-eight percent (y) the total number of directors comprising the Company Board28%), rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the then outstanding shares of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative Company shall have full authority 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 ability who were nominated by the Controlling Stockholders (which directors shall be deemed to designate include, along with any Amneal Designeesother directors who are in the future nominated pursuant to this Agreement, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable LawXxxxxx Xxxxxxxxxx), the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee two (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Board. For the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal Designee2). (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time For so long as the number Controlling Stockholders collectively own beneficially or of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has record or otherwise have the right to designate pursuant vote or consent with respect to Section 3.1(c) or Section 3.2(aat least five percent (5%), upon receipt but less than eighteen percent (18%), of the written request total number of the Conflicts Committeethen outstanding shares of the Common Stock, the Amneal Group Representative shall, and the Amneal Group Company shall take all actions reasonably necessary use its commercially reasonable efforts to cause the Board to nominate, with respect to each election of directors, a number of Amneal Directors equal 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 excess Controlling Stockholders (which directors shall be deemed to promptly tender hisinclude, her or their resignations from the Company Board (and from along with any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), other directors who are in the event that an Amneal Director shall cease to serve as a director future nominated pursuant to this Section 3.2(cAgreement, Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxxxxxx), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(aone (1), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until The Controlling Stockholders shall not be entitled to the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(crights 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 vacancy resulting therefrom shall be filled by right to vote or consent with respect to at least five percent (5%) of the Company total number of the then outstanding shares of the Common Stock, or (ii) the election of the nominee(s) designated under those Sections would result in such nominee(s) constituting, upon election, a greater percentage of the Board than the minimum ownership percentage set forth in Section 1(a), 1(b) or 1(c), as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b)applicable. (e) From and after To the Closing, in extent that the event election of a vacancy on nominee designated by the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO DirectorControlling Stockholders pursuant to Section 1(a), which nominee would constitute the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent third member of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee Controlling Stockholders, would result, if such nominee did NOT qualify as “independent” under the rules of the NASDAQ Stock Exchange, in a majority of the Board failing to be included in consist of directors that DID qualify as independent under such rules, then the slate of nominees recommended by Controlling Stockholders shall designate a nominee who would qualify as independent to the Company Board extent necessary to holders of Company Common Stock for election (including at any special meeting of stockholders held for cause, upon the election of directors). Seventy-five percent (75%) such nominee, the Board to consist of the a majority of directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date and (ii) until the third annual meeting of stockholders of the Company following the Closing Date, any change to the individuals serving qualifying as Chairman or Co-Chairmen of the Company Boardindependent.

Director Nomination Rights. (a) Until the Trigger Date and subject to Section 3.2(a)(ii)Deregistration, in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, or any solicitation or submission of written consents having GECC shall have the same effect, right to designate persons for nomination by the Company Board and/or the Nominating and Governance Committee shall nominate of the Board for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an a “Amneal GE Designee”) in accordance with the followingas follows: (i) if Amneal at any time when the GE Group has beneficial ownership of shall beneficially own more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative GECC shall have the right to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising the Company Board; andfor nomination five (5) GE Designees; (ii) if Amneal at any time when the GE Group has beneficial ownership shall beneficially own at least thirty-three percent (33%) but not more than fifty percent (50%) of the outstanding shares of Company 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) GE Designees; (iv) at any time when the GE Group shall beneficially own at least ten percent (10%) or more, but fifty less than twenty percent (5020%) or less, of the 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 prior to Deregistration, GECC shall have the right to designate for nomination one (1) GE Designee. If the size of the Company Common StockBoard shall, the Amneal Group Representative with GECC’s prior written approval, be changed, GECC shall have the right to designate a proportional number of directors equal persons for nomination to the product of Company Board (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directorsnumber); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until The Company Board and/or the Trigger Date, the Amneal Group Representative shall have full authority Nominating and ability to designate any Amneal Designees, and Corporate Governance Committee of the Company Board shall approve in good faith consider each GE Designee, applying the nomination same standards as shall be applied for the consideration of any Amneal Designee. Subject to the requirements other proposed nominees of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with that the Company Board or Nominating and solicit its input prior Corporate Governance Committee fails to making such designation. The Amneal Group Representative approve the nomination of any GE Designee, GECC shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled have the right to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Board. For the avoidance of doubt, current or former employment of any Amneal an alternative GE Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal Designeefor consideration. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time the number of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO Director), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee 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 of the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) and shall use its best efforts to cause the election of each such GE Designee, including soliciting proxies in favor of the directors serving on election of such persons. (d) In the Nominating Committee shall be required to approve (i) a decision not to nominate event that any Initial Company Director for re-election GE Designee elected to the Company Board at either of shall cease to serve as a director for any reason, the first two annual meetings of stockholders of vacancy resulting therefrom shall be filled by the Company following the Closing Date and (ii) until the third annual meeting of stockholders of the Company following the Closing Date, any change to the individuals serving as Chairman or Co-Chairmen of the Company BoardBoard with a substitute GE Designee.

Director Nomination Rights. (a) Until the Trigger Date and subject to Section 3.2(a)(ii), in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, or any solicitation or submission of written consents having the same effect, the Nominating Committee shall nominate for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but not more than fifty percent (50%) or less), of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate a number of directors equal to the product of (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative shall have full authority and ability to designate any Amneal Designees, and the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Board. For the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal Designee. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if If at any time the number of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than a director serving as Chief Executive Officer of the CEO DirectorCompany), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of a director serving as Chief Executive Officer of the CEO Director Company to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date and (ii) until the third annual meeting of stockholders of the Company following the Closing Date, any change to the individuals serving as Chairman or Co-Chairmen of the Company Board.

Director Nomination Rights. (a) Until Except as reduced pursuant to this Section 2.1(a) or as otherwise provided in this Agreement, the Trigger Date and subject Initial Oxxx Stockholders shall collectively have the right, but not the obligation, to Section 3.2(a)(ii), in connection with any designate up to three individuals for nomination to the Board at each annual or special meeting of the stockholders of the Company (or special meeting in lieu of an annual meeting at which directors shall all Directors are to be elected, or ). Notwithstanding anything to the contrary in this Agreement and without any solicitation or submission of written consents having further action by the same effectCompany, the Nominating Committee shall nominate for election to number of individuals the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative Initial Oxxx Stockholders shall have the right to designate for nomination to the lowest Board shall be reduced as follows: (i) from and after the time that the aggregate number of Amneal shares of Common Stock owned by the Oxxx Stockholders has been 3.25% less of the Company’s total number of outstanding shares of Common Stock than the Initial Oxxx Family Ownership Percentage for a period of 12 consecutive months, the number of individuals that the Initial Oxxx Stockholders shall collectively have the right to designate for nomination to the Board shall be reduced to two; (ii) from and after the time that the aggregate number of shares of Common Stock owned by the Oxxx Stockholders has been 6.5% less of the Company’s total number of outstanding shares of Common Stock than the Initial Oxxx Family Ownership Percentage for a period of 12 consecutive months, the number of individuals that the Initial Oxxx Stockholders shall collectively have the right to designate for nomination to the Board shall be reduced to one; and (iii) from and after the time that the aggregate number of shares of Common Stock owned by the Oxxx Stockholders has been 9.75% less of the Company’s total number of outstanding shares of Common Stock than the Initial Oxxx Family Ownership Percentage for a period of 12 consecutive months, the Initial Oxxx Stockholders’ right to designate individuals for nomination to the Board shall terminate and be of no further force and effect. The Oxxx Stockholder Representative shall notify the Company as promptly as practicable after becoming aware of a reduction in the number of individuals that the Initial Oxxx Stockholders have the right to designate for nomination to the Board pursuant to this Section 2.1(a). The Oxxx Stockholder Representative shall provide such certifications regarding the ownership of shares of Common Stock by the Oxxx Stockholders as may reasonably be requested by the Company in order to confirm the parties’ rights pursuant to this Agreement. (b) For each annual meeting of the stockholders of the Company, the Oxxx Stockholder Representative (on behalf of the Initial Oxxx Stockholders) shall submit in writing to the Company the names of the individuals the Initial Oxxx Stockholders are designating for nomination to the Board (the “Designation Notice”), if any, at least 120 days prior to the first anniversary of the date on which the proxy statement for the preceding year’s annual meeting was filed with the United States Securities and Exchange Commission; provided, however, that with respect to the 2015 annual meeting, a special meeting in lieu of an annual meeting at which all Directors are to be elected, or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, the Designation Notice to be timely must be so submitted not later than the later of the 120th day prior to the date of such meeting or the tenth day following the day on which public announcement or notice to the Initial Oxxx Stockholders of the date of such meeting is first made. In the event the Oxxx Stockholder Representative has not provided the Designation Notice within the time period set forth above for a meeting, the Initial Oxxx Stockholders will be deemed to have designated the Oxxx Designees currently serving on the Board for reelection at such meeting. In the event that constitutes the Initial Oxxx Stockholders have designated in the Designation Notice for a majority of meeting less than the total number of directors comprising individuals the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of the Company Common StockInitial Oxxx Stockholders shall be entitled to designate pursuant to Section 2.1(a), the Amneal Group Representative Board shall have the right to designate nominate or appoint a number of directors individuals of its choosing to the Board equal to the product of (x) difference between the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising individuals the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors Initial Oxxx Stockholders shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative shall have full authority and ability to designate any Amneal Designees, and the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on and the Company Board. For number actually designated in the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal DesigneeDesignation Notice. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time At each annual meeting of the number stockholders of Amneal Directors then serving on the Company Board is (or special meeting in excess lieu of the number of Amneal Designees the Amneal Group Representative has the right an annual meeting at which Directors are to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(cbe elected), the Nominating Committee Board shall have nominate the sole right Oxxx Designees for election at such meeting, solicit proxies (or cause the Company to fill such vacancy or designate solicit proxies) in favor of the election of the Oxxx Designees in a person manner consistent with its solicitation of proxies for nomination the election of all other Director candidates nominated by the Board and recommend that the stockholders of the Company elect to the Board each of the Oxxx Designees. Neither the Board nor the Company shall take any action to oppose the election of the Oxxx Designees, including, without limitation, nominating for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less more individuals than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) Director seats available or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request recommending that stockholders vote in favor of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such requestany nominee opposing an Oxxx Designee. (d) Until If the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c)Board becomes classified, the vacancy resulting therefrom Oxxx Designees serving as Directors at the time of such classification shall be filled placed among the classes in equal proportion as near as possible as determined by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance good faith. If there are fewer Oxxx Designees than classes, the Oxxx Designees shall be placed in classes with the requirements for the designation of Amneal Designees pursuant earliest expiring terms. With respect to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO Director), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent each annual meeting of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date and (ii) until the third or special meeting in lieu of an annual meeting at which Directors are to be elected) occurring at a time when the Board is classified, the Initial Oxxx Stockholders may designate a number of stockholders of the Company following the Closing Date, any change individuals for nomination to the Board equal to the number of Oxxx Designees (or replacements of Oxxx Designees previously nominated by the Board due to the Initial Oxxx Stockholders designating less than the total number of individuals the Initial Oxxx Stockholders were entitled to designate) that have terms expiring in such year; provided that the collective number of such designees together with the number of Oxxx Designees otherwise serving as Chairman or Co-Chairmen on the Board does not exceed the number of individuals that the Company BoardInitial Oxxx Stockholders have the right to designate for nomination to the Board pursuant to Section 2.1(a).

Director Nomination Rights. (a) Until the Trigger Date and subject to Section 3.2(a)(ii), in In connection with any annual or special meeting of the stockholders of the Public Company at which directors shall be elected, or any solicitation or submission of written consents having the same effectStockholder shall have the right, but not obligation, to designate, for nomination by the Nominating Committee shall nominate Public Company Board for election to the Public Company Board person(sBoard: (i) designated for nomination by five (5) persons (one of whom shall act as chairman of the Amneal Public Company Board), so long as the Stockholder Group Representative collectively beneficially owns 50% or more of the outstanding shares of Public Company Common Stock; (ii) four (4) persons, in the event that the Stockholder Group collectively beneficially owns 35% or more, but less than 50%, of the outstanding shares of Public Company Common Stock; (iii) three (3) persons, in the event that the Stockholder Group collectively beneficially owns 25% or more, but less than 35%, of the outstanding shares of Public Company Common Stock; (iv) two (2) persons, in the event that the Stockholder Group collectively beneficially owns 15% or more, but less than 25%, of the outstanding shares of Public Company Common Stock; and (v) one (1) person, in the event that the Stockholder Group collectively beneficially owns 10% or more, but less than 15%, of the outstanding shares of Public Company Common Stock (each person so designated, an a “Amneal Stockholder Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate a number of directors equal to the product of (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative . The Stockholder shall have full authority and ability to designate any Amneal Designeesnominate, elect and remove the Company Board shall approve Stockholder Designees in accordance with Section 3.2(d) in the case of the nomination or election of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designationStockholder Designees. The Amneal Group Representative Stockholder shall not designate any person to be an Amneal a Stockholder Designee (nor who it believes does not meet the requirements for director nominees as set forth in the applicable policies of Public Company relating to director qualification from time to time. The Public Company Board shall promptly and in good faith consider each Stockholder Designee designated pursuant to this Section 3.2(a), applying the same standards as shall be applied for the consideration of other proposed nominees of the Public Company Board. In the event that the Public Company Board fails to approve the nomination of any Qualifying Investor be entitled Stockholder Designee, the Stockholder shall have the right to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Boardan alternative Stockholder Designee for consideration. For the avoidance of doubt, (i) current or former employment of any Amneal Stockholder Designee with an Amneal Group Member by the Stockholder or any of its Subsidiaries or service by any such Amneal Stockholder Designee on the board of directors of an Amneal Group Member the Stockholder or any of its Subsidiaries shall not, by itself, not disqualify such individual from serving on the Public Company Board as an Amneal Designeea Stockholder Designee and (ii) at such time as the Stockholder Group beneficially owns less than 50% of the outstanding shares of Public Company Common Stock, it shall no longer be a requirement that the Public Company Independent Directors be reasonably acceptable to the Stockholder. (b) If, at any time, the Stockholder Group ceases to beneficially own the minimum percentage of outstanding shares of Public Company Common Stock necessary under Section 3.2(a) to nominate the corresponding number of Stockholder Designees, the Stockholder shall, within ten (10) Business Days of the event that caused the Stockholder Group’s beneficial ownership to drop below the relevant minimum percentage, cause the necessary number of Stockholder Designees to offer to resign from the Public Company Board, so that the number of Stockholder Designees is consistent with the Stockholder Group’s new beneficial ownership percentage. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time If the number size of Amneal Directors then serving on the Public Company Board is in excess of shall, with the number of Amneal Designees Stockholder’s prior written approval or otherwise, be increased or decreased, the Amneal Group Representative has Stockholder shall have the right to designate pursuant one or more Stockholder Designees to Section 3.1(cthe Public Company Board such that the total number of Stockholder Directors on the Public Company Board shall be proportional (rounded up to the nearest whole number) or to the number of Stockholder Directors on the Public Company Board set forth in Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO Director), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Public Company shall cause each person nominated by the Nominating Committee Stockholder Designee and Non-Stockholder Designee whose nomination has been approved to be included in the slate of nominees recommended by the Public Company Board to holders of Public Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy) and shall use its reasonable best efforts to cause the election of each such Stockholder Designee and Non-five percent (75%) Stockholder Designee, including soliciting proxies in favor of the directors serving election of such persons. (e) In the event that any Stockholder Director shall cease to serve as a director for any reason, other than as a result of a resignation of a Stockholder Designee from the Public Company Board pursuant to Section 3.2(b), the vacancy resulting therefrom shall be filled by the Public Company Board with a substitute Stockholder Director. (f) From and after the date hereof, in the event of a vacancy on the Public Company Board (i) upon the death, resignation, retirement, disqualification, removal from office or other cause of any director who was not a Stockholder Designee or (ii) resulting from the resignation of a Stockholder Designee from the Public Company Board pursuant to Section 3.2(b), the Governance and Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination (and during such time as the Stockholder Group beneficially owns 50% or more of the outstanding shares of Public Company Common Stock, each such nominated person to be required reasonably acceptable to approve (ithe Stockholder) a decision not to nominate any Initial Company Director for re-election to the Public Company Board at either to fill such vacancy (each such person, a “Non-Stockholder Designee”). (g) Public Company shall avail itself of all available “controlled company” exceptions to the corporate governance listing standards of the first two annual meetings of stockholders NYSE for so long as the Stockholder Group collectively beneficially owns more than 50% of the Company following voting power for the Closing Date and (ii) until the third annual meeting election of stockholders directors of the Public Company following Board, and thereafter Public Company and the Closing DateStockholder shall take all necessary actions to comply with the corporate governance listing standards of the NYSE, any change including those relating to the individuals serving as Chairman or Co-Chairmen composition of the committees of the Public Company Board, within the timeframe specified in such listing standards. Without limitation of the foregoing, the Stockholder agrees to cause the Stockholder Directors to resign from committees of the Public Company Board if and to the extent necessary to comply with the corporate governance listing standards of the NYSE. (h) For the avoidance of doubt, the Stockholder shall have the right, in its sole discretion, to waive any and all of the rights granted to it under this Section 3.2, by delivery of written notice to Public Company in accordance with Section 7.4.

Director Nomination Rights. (a) Until the Trigger Date and subject to Section 3.2(a)(ii), in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, or any solicitation or submission of written consents having the same effect, the Nominating Committee shall nominate for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate a number of directors equal to the product of (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative shall have full authority and ability to designate any Amneal Designees, and the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Board. For the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal Designee. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time the number of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Table of Contents Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than a director serving as Chief Executive Officer of the CEO DirectorCompany), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of a director serving as Chief Executive Officer of the CEO Director Company to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date and (ii) until the third annual meeting of stockholders of the Company following the Closing Date, any change to the individuals serving as Chairman or Co-Chairmen of the Company BoardBoard (for the avoidance of doubt, the individuals initially serving as Chairman or Co-Chairman of the Company Board shall be Xxxxxx Xxxxx, Xxxxxx Xxxxx and, unless an Executive Event has occurred, Xxxx Xxxxxx).

Director Nomination Rights. (a) Until If the Trigger Date and subject Special Share is redeemed upon demand by the holder, thereafter Genworth Canada agrees to Section 3.2(a)(ii), in connection with nominate for election as directors of Genworth Canada at any annual or special meeting of the stockholders of the Company shareholders at which directors shall are to be elected, or any solicitation or submission elected a number of written consents having the same effect, the Nominating Committee shall nominate for election to the Company Board person(s) persons designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”Applicable GNW Shareholder(s) in accordance with the followingholding Common Shares as follows: (i) if Amneal Group has beneficial ownership for so long as Genworth Financial beneficially owns fifty percent (50%) or more of more the outstanding Common Shares, the Applicable GNW Shareholder(s) holding Common Shares shall be entitled to designate a number of persons to be nominated for election as directors equal to 5/9 of the total number of directors (rounded to the nearest whole number) comprising the Board; (ii) for so long as Genworth Financial beneficially owns less than fifty percent (50%) but not less than forty percent (40%) of the outstanding shares of the Company Common StockShares, the Amneal Group Representative Applicable GNW Shareholder(s) holding Common Shares shall have the right be entitled to designate the lowest a number of Amneal Designees that constitutes a majority persons to be nominated for election as directors equal to 4/9 of the total number of directors (rounded to the nearest whole number) comprising the Company Board; (iii) for so long as Genworth Financial beneficially owns less than forty percent (40%) but not less than thirty percent (30%) of the outstanding Common Shares, the Applicable GNW Shareholder(s) holding Common Shares shall be entitled to designate a number of persons to be nominated for election as directors equal to 3/9 of the total number of directors (rounded to the nearest whole number) comprising the Board; (iv) for so long as Genworth Financial beneficially owns less than thirty percent (30%) but not less than twenty percent (20%) of the outstanding Common Shares, the Applicable GNW Shareholder(s) holding Common Shares shall be entitled to designate a number of persons to be nominated for election as directors equal to 2/9 of the total number of directors (rounded to the nearest whole number) comprising the Board; and (iiv) if Amneal Group has beneficial ownership of for so long as Genworth Financial beneficially owns less than twenty percent (20%) but not less than ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of the Company Common StockShares, the Amneal Group Representative Applicable GNW Shareholder(s) holding Common Shares shall have the right be entitled to designate a number of persons to be nominated for election as directors equal to the product of (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority 1/9 of the total number of directors (rounded to the nearest whole number) comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common StockBoard. (b) Until the Trigger Date, the Amneal Group Representative Genworth Canada shall have full authority and ability to designate any Amneal Designees, and the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Board. For the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal Designee. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time the number of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO Director), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election include the director nominees designated under this Section 2.04 in the management information circular and form of proxy relating to the Company Board at either applicable shareholder meeting as nominees of the first two annual meetings of stockholders of the Company following the Closing Date management, and (ii) until the third annual meeting solicit proxies from shareholders of stockholders Genworth Canada in favour of the Company following the Closing Date, any change to the individuals serving as Chairman or Co-Chairmen election of the Company Boardsuch nominees.

Director Nomination Rights. (a) Until the Trigger Date and subject to Section 3.2(a)(ii), in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, or any solicitation or submission of written consents having the same effect, the Nominating Committee shall nominate for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate a number of directors equal to the product of (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative shall have full authority and ability to designate any Amneal Designees, and the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Board. For the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal Designee. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time the number of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than a director serving as Chief Executive Officer of the CEO DirectorCompany), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of a director serving as Chief Executive Officer of the CEO Director Company to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date and (ii) until the third annual meeting of stockholders of the Company following the Closing Date, any change to the individuals serving as Chairman or Co-Chairmen of the Company BoardBoard (for the avoidance of doubt, the individuals initially serving as Chairman or Co-Chairman of the Company Board shall be Xxxxxx Xxxxx, Xxxxxx Xxxxx and, unless an Executive Event has occurred, Xxxx Xxxxxx).

Director Nomination Rights. (a) Until the Trigger Date and subject to Section 3.2(a)(ii), in In connection with any annual or special meeting of the stockholders of the Company at Shareholder Meeting pursuant to which directors shall be elected, or any solicitation or submission (i) for so long as the Engie Group collectively owns Shares representing at least 10% of written consents having the same effectissued and outstanding Shares, Engie shall have the Nominating Committee shall nominate right to designate two persons for nomination by the Company Board for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Engie Designee”), and (ii) in accordance upon the Engie Group ceasing to collectively own Shares representing at least 10% of the issued and outstanding Shares, Engie shall thereafter not have the right to designate any Engie Designee pursuant to this Agreement. Any Engie Designee that is serving on the Company Board is an “Engie Director.” (b) In connection with the following: any Shareholder Meeting pursuant to which directors shall be elected, (i) if Amneal for so long as the Pace Sponsor Group has beneficial ownership of more than fifty percent (50%) collectively owns Shares representing at least 25% of the outstanding shares of the Company Common StockInitial Pace Sponsor Group Share Ownership, the Amneal Group Representative Pace Sponsor shall have the right to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising one person for nomination by the Company Board; and Board for election to the Company Board (the “Pace Sponsor Designee”), and (ii) if Amneal upon the Pace Sponsor Group has beneficial ceasing to collectively own Shares representing at least 25% of the Initial Pace Sponsor Group Share Ownership, Pace Sponsor shall thereafter not have the right to designate the Pace Sponsor Designee pursuant to this Agreement. The Pace Sponsor Designee that is serving on the Company Board is the “Pace Sponsor Director.” (c) For purposes of this Section 3.2, Shares that are subject to any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of ten percent (10%) or more, but fifty percent (50%) or less, the Shares to any person other than the applicable members of the outstanding shares Engie Group or the Pace Sponsor Group shall not be counted for purposes of calculating the number of Shares held by the Engie Group or the Pace Sponsor Group, as applicable. (d) If at any time, the number of Shares owned by the Engie Group is less than the number necessary to designate the Engie Designees, then the Engie Director(s) then on the Company Common StockBoard shall, and Engie shall take all Necessary Action to cause such Engie Director(s) to, immediately offer to resign from their directorships. If at any time, the Amneal number of Shares owned by the Pace Sponsor Group Representative is less than the number necessary to designate the Pace Sponsor Designee, then the Pace Sponsor Director then on the Company Board shall, and Pace Sponsor shall take all Necessary Action to cause such Pace Sponsor Director to, immediately offer to resign from their directorships. If the Company Board determines to accept such offered resignation of any Engie Director or Pace Sponsor Director pursuant to this Section 3.2(d), the Company Board shall have the exclusive right to fill the resulting vacant directorships with persons who qualify as Independent Directors to temporarily replace such resigned directors in accordance with the provisions laid down in the Articles regarding vacancy (ontstentenis) of directors. (e) In connection with any Shareholder Meeting pursuant to which directors shall be elected, the Governance & Nominating Committee shall have the right to designate a number of directors equal to the product of (x) the percentage persons who qualify as Independent Directors as nominees of the shares of Company Common Stock beneficially owned by Amneal Group Board for election to each directorship for which a Designating Shareholder is not entitled to designate a person (each such designee, a “Company Designee” and (y) the total number of directors comprising each such designee serving on the Company Board, rounded up together with any director designated in accordance with Section 3.1(a)(iv), a “Company Director”). (f) The Company shall include each relevant Engie Designee, Pace Sponsor Designee, and Company Designee as a member of the slate of Company Board nominees proposed by the Company Board for election by the Company’s Shareholder Meeting by means of a binding nomination in accordance with the Articles, and shall recommend that the Company’s shareholders vote in favor of the election of each such Engie Designee, Pace Sponsor Designee and Company Designee. The Company shall use its reasonable best efforts to cause the election of each such Engie Designee, Pace Sponsor Designee and Company Designee, including soliciting proxies in favor of the election of such persons. The Company Board shall not withdraw any nomination or recommendation required under this Section 3.2(f) unless the applicable Designating Shareholder delivers to the nearest whole number (e.g.Company Board a written request for such withdrawal. Further, one and one quarter (1 1/4) in connection with any Shareholder Meeting pursuant to which directors shall be rounded up to two (2) directors); providedelected, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less shall not nominate, in the aggregate, a number of nominees greater than the outstanding shares number of members of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative shall have full authority and ability to designate any Amneal DesigneesBoard, and the Company Board shall approve not recommend the nomination election of any Amneal Designee. Subject other person to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from a position on the Company BoardBoard for which a Engie Designee or Pace Sponsor Designee has been nominated. In the event any Amneal Designee is intended If elected to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with each director will hold his or her office as a member of the Company Board and solicit its input prior to making for such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who term as is unqualified under any applicable Law to serve as a director on provided in the Articles, or until his or her death, resignation or removal from the Company Board. For Board or until his or her successor has been duly elected and qualified in accordance with the avoidance provisions of doubtthis Agreement, current or former employment the Articles, and applicable Law. (g) Each Party agrees not to take any actions that would interfere with the intention of any Amneal Designee the Parties with an Amneal Group Member or any respect to the composition of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal Designeeherein stated. Each Shareholder agrees to take all Necessary Action to cause to be elected to the Company Board those individuals designated or nominated in accordance with this Article III and to otherwise effect the intent of this Article III. Each Shareholder agrees not to take action to remove each other’s or the Governance & Nominating Committee’s director nominees from office. Except as set forth in Section 3.2(a) or Section 3.2(b), each Shareholder agrees to take all Necessary Action to cause to be elected to the Company Board those individuals recommended by the Governance & Nominating Committee (to the extent those individuals are recommended in a manner consistent with the terms hereof). (ch) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time the number of Amneal Directors then serving on the Company Board is in excess of the number of Amneal Designees the Amneal Group Representative has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d3.2(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(c), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such request. (d) Until the Trigger Date, in the event that any Amneal Designated Director shall cease to serve as a director for any reason other than reason, so long as the nominee for such person’s position is subject to nomination pursuant to Section 3.2(c3.2(a) and Section 3.2(b), the resulting vacancy resulting therefrom shall be temporarily filled by the Company Board as promptly as reasonably practicable with a substitute Amneal individual, to be designated by the same Designating Shareholder who designated such Designated Director selected who has ceased serving as a director on the Company Board; such temporary appointment by Amneal Group the Company Board shall be until the next Shareholder Meeting, at which a substitute individual shall be appointed in accordance with the requirements for the designation of Amneal Designees pursuant to Section 3.2(a), Section 3.2(b) and Section 3.2(f) (as applicable). (ei) From and after the Closingdate hereof, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (a Company Director, other than any resignation of any Engie Director or Pace Sponsor Director resulting in a reduction of the CEO Directorsize of the Company Board pursuant to Section 3.2(d), the Company Board, upon the recommendation of the Governance & Nominating Committee shall have the sole right to temporarily fill such vacancy or designate a person an individual for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company vacancy who qualifies as an Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled ; a temporary appointment by the successor Chief Executive Officer Company Board shall be until the next Shareholder Meeting, at which a substitute individual shall be appointed in accordance with Section 3.2(e) and Section 3.2(f). (j) Each Designating Shareholder shall cause any of its Designated Directors, to resign promptly from the Company Board if such Designated Director, as determined by the Company Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a director of the Company under any rule or regulation of the SEC, the NYSE, or by applicable Law, (ii) has engaged in acts or omissions constituting a material breach of the Designated Director’s fiduciary duties to designate such person for nomination for election the Company and its shareholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Law, or (iv) has engaged in any transaction involving the Company Group from which the Designated Director derived an improper personal benefit that was not disclosed to the Company Board prior to fill the authorization of such vacancy. (f) The Nominating Committee transaction; provided, however, that the applicable Designating Shareholder shall nominate have the right to replace such number of Amneal Designees and resigning Designated Director with a new Designated Director, such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee newly named Designated Director to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election appointed promptly to the Company Board at either in place of the first two annual meetings of stockholders of resigning Designated Director in the manner set forth in the Articles and applicable Law for filling vacancies on the Company following Board. (k) Each Designating Shareholder shall only designate a person to be a Designated Director (i) who such Designating Shareholder believes in good faith has the Closing Date requisite skill and experience to serve as a director of a publicly-traded company, and (ii) until the third annual meeting of stockholders who is not prohibited from or disqualified from serving as a director of the Company following pursuant to any rule or regulation of the Closing DateSEC, the NYSE, or applicable Law. (l) For the avoidance of doubt, each Designating Shareholder shall have the right, in its sole discretion, to waive any change and all of the rights granted to it under this Section 3.2, by delivery of written notice to the individuals serving as Chairman or Co-Chairmen of the Company BoardCompany.

Director Nomination Rights. (a) Until Except as provided in this Agreement, for so long as the Trigger Date Contributor or any entity controlled by the Contributor owns of record an aggregate number of shares of Common Stock and subject to Section 3.2(a)(iiOP Units representing ten percent (10%) or more of the then outstanding Common Stock on a fully-diluted basis (assuming all securities convertible or exchangeable into shares of Common Stock, including all OP Units not held directly or indirectly by the Company, are converted or exchanged into or redeemed for shares of Common Stock), in connection with any the Contributor shall have the right, but not the obligation, to designate one individual for nomination to the Board at each annual or special meeting of the stockholders of the Company (or special meeting in lieu of an annual meeting at which directors shall all Directors are to be elected, or any solicitation or submission of written consents having ). The Contributor shall provide such certifications regarding the same effect, the Nominating Committee shall nominate for election to the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of Common Stock and OP Units by the Contributor as may reasonably be requested by the Company Common Stock, in order to confirm the Amneal Group Representative shall have the right Contributor’s rights pursuant to designate the lowest number of Amneal Designees that constitutes a majority of the total number of directors comprising the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of the Company Common Stock, the Amneal Group Representative shall have the right to designate a number of directors equal to the product of (x) the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stockthis Agreement. (b) Until For each annual meeting of the Trigger Datestockholders of the Company, the Amneal Group Representative Contributor shall have full authority and ability submit in writing to designate any Amneal Designees, and the Company Board shall approve the name of an individual the Contributor is designating for nomination of any Amneal Designee. Subject to the requirements Board (the “Designation Notice”), if any, at least 120 days prior to the first anniversary of applicable Lawthe date on which the proxy statement for the preceding year’s annual meeting was filed with the United States Securities and Exchange Commission; provided, however, that with respect to the 2016 annual meeting, a special meeting in lieu of an annual meeting at which all Directors are to be elected, or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, the Amneal Group Representative shall have Designation Notice to be timely must be so submitted not later than the exclusive right later of the 120th day prior to remove any Amneal Directors from the Company Boarddate of such meeting or the tenth day following the day on which public announcement or notice to the Contributor of the date of such meeting is first made. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company BoardContributor has not provided the Designation Notice within the time period set forth above for a meeting, the Amneal Group Representative shall consult in good faith with Contributor will be deemed to have designated the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Contributor Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on the Company Board. For the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from currently serving on the Company Board as an Amneal Designeefor reelection at such meeting. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time At each annual meeting of the number stockholders of Amneal Directors then serving on the Company Board is (or special meeting in excess lieu of the number of Amneal Designees the Amneal Group Representative has the right an annual meeting at which Directors are to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(cbe elected), the Nominating Committee Board shall have nominate the sole right Contributor Designee for election at such meeting, solicit proxies (or cause the Company to fill such vacancy or designate solicit proxies) in favor of the election of the Contributor Designee in a person manner consistent with its solicitation of proxies for nomination the election of all other Director candidates nominated by the Board and recommend that the stockholders of the Company elect to the Board the Contributor Designee. Neither the Board nor the Company shall take any action to oppose the election of the Contributor Designee, including, without limitation, nominating for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less more individuals than the number of Amneal Designees Amneal Group has Director seats available or recommending that stockholders vote in favor of any nominee opposing the right to designate pursuant to Section 3.1(c) or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such requestContributor Designee. (d) Until If the Trigger DateBoard becomes classified, the Contributor Designee shall be placed in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c), the vacancy resulting therefrom shall be filled by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance class with the requirements for the designation of Amneal Designees pursuant earliest expiring term. With respect to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO Director), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent each subsequent annual meeting of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date and (ii) until the third or special meeting in lieu of an annual meeting of stockholders of at which Directors are to be elected) occurring at a time when the Company following Board is classified, the Closing Date, any change Contributor may designate an individual for nomination to the individuals serving as Chairman or Co-Chairmen Board only if the term of such Contributor Designee placed with in the Company Boardclass with the earliest expiring term is expiring in such year.

Director Nomination Rights. (a) Until Except as reduced pursuant to this Section 2.1(a) or as otherwise provided in this Agreement, the Trigger Date and subject Initial Xxxx Stockholders shall collectively have the right, but not the obligation, to Section 3.2(a)(ii), in connection with any designate up to three individuals for nomination to the Board at each annual or special meeting of the stockholders of the Company (or special meeting in lieu of an annual meeting at which directors shall all Directors are to be elected, or ). Notwithstanding anything to the contrary in this Agreement and without any solicitation or submission of written consents having further action by the same effectCompany, the Nominating Committee shall nominate for election to number of individuals the Company Board person(s) designated for nomination by the Amneal Group Representative (each person so designated, an “Amneal Designee”) in accordance with the following: (i) if Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, the Amneal Group Representative Initial Xxxx Stockholders shall have the right to designate for nomination to the lowest Board shall be reduced as follows: (i) from and after the time that the aggregate number of Amneal shares of Common Stock owned by the Xxxx Stockholders has been 3.25% less of the Company’s total number of outstanding shares of Common Stock than the Initial Xxxx Family Ownership Percentage for a period of 12 consecutive months, the number of individuals that the Initial Xxxx Stockholders shall collectively have the right to designate for nomination to the Board shall be reduced to two; (ii) from and after the time that the aggregate number of shares of Common Stock owned by the Xxxx Stockholders has been 6.5% less of the Company’s total number of outstanding shares of Common Stock than the Initial Xxxx Family Ownership Percentage for a period of 12 consecutive months, the number of individuals that the Initial Xxxx Stockholders shall collectively have the right to designate for nomination to the Board shall be reduced to one; and (iii) from and after the time that the aggregate number of shares of Common Stock owned by the Xxxx Stockholders has been 9.75% less of the Company’s total number of outstanding shares of Common Stock than the Initial Xxxx Family Ownership Percentage for a period of 12 consecutive months, the Initial Xxxx Stockholders’ right to designate individuals for nomination to the Board shall terminate and be of no further force and effect. The Xxxx Stockholder Representative shall notify the Company as promptly as practicable after becoming aware of a reduction in the number of individuals that the Initial Xxxx Stockholders have the right to designate for nomination to the Board pursuant to this Section 2.1(a). The Xxxx Stockholder Representative shall provide such certifications regarding the ownership of shares of Common Stock by the Xxxx Stockholders as may reasonably be requested by the Company in order to confirm the parties’ rights pursuant to this Agreement. (b) For each annual meeting of the stockholders of the Company, the Xxxx Stockholder Representative (on behalf of the Initial Xxxx Stockholders) shall submit in writing to the Company the names of the individuals the Initial Xxxx Stockholders are designating for nomination to the Board (the “Designation Notice”), if any, at least 120 days prior to the first anniversary of the date on which the proxy statement for the preceding year’s annual meeting was filed with the United States Securities and Exchange Commission; provided, however, that with respect to the 2015 annual meeting, a special meeting in lieu of an annual meeting at which all Directors are to be elected, or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, the Designation Notice to be timely must be so submitted not later than the later of the 120th day prior to the date of such meeting or the tenth day following the day on which public announcement or notice to the Initial Xxxx Stockholders of the date of such meeting is first made. In the event the Xxxx Stockholder Representative has not provided the Designation Notice within the time period set forth above for a meeting, the Initial Xxxx Stockholders will be deemed to have designated the Xxxx Designees currently serving on the Board for reelection at such meeting. In the event that constitutes the Initial Xxxx Stockholders have designated in the Designation Notice for a majority of meeting less than the total number of directors comprising individuals the Company Board; and (ii) if Amneal Group has beneficial ownership of ten percent (10%) or more, but fifty percent (50%) or less, of the outstanding shares of the Company Common StockInitial Xxxx Stockholders shall be entitled to designate pursuant to Section 2.1(a), the Amneal Group Representative Board shall have the right to designate nominate or appoint a number of directors individuals of its choosing to the Board equal to the product of (x) difference between the percentage of the shares of Company Common Stock beneficially owned by Amneal Group and (y) the total number of directors comprising individuals the Company Board, rounded up to the nearest whole number (e.g., one and one quarter (1 1/4) directors Initial Xxxx Stockholders shall be rounded up to two (2) directors); provided, that such rounding shall not result in the Amneal Group Representative having the right to designate a majority of the total number of directors comprising the Company Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until the Trigger Date, the Amneal Group Representative shall have full authority and ability to designate any Amneal Designees, and the Company Board shall approve the nomination of any Amneal Designee. Subject to the requirements of applicable Law, the Amneal Group Representative shall have the exclusive right to remove any Amneal Directors from the Company Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, the Amneal Group Representative shall consult in good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall not designate any person to be an Amneal Designee (nor shall any Qualifying Investor be entitled to designate any person to be a director) who is unqualified under any applicable Law to serve as a director on and the Company Board. For number actually designated in the avoidance of doubt, current or former employment of any Amneal Designee with an Amneal Group Member or any of its Subsidiaries or service by any such Amneal Designee on the board of directors of an Amneal Group Member or any of its Subsidiaries shall not, by itself, disqualify such individual from serving on the Company Board as an Amneal DesigneeDesignation Notice. (c) Subject to Section 3.1(d) and Section 4.1(d)(ii) and (iii), if at any time At each annual meeting of the number stockholders of Amneal Directors then serving on the Company Board is (or special meeting in excess lieu of the number of Amneal Designees the Amneal Group Representative has the right an annual meeting at which Directors are to designate pursuant to Section 3.1(c) or Section 3.2(a), upon receipt of the written request of the Conflicts Committee, the Amneal Group Representative shall, and the Amneal Group shall take all actions reasonably necessary to cause a number of Amneal Directors equal to the excess to promptly tender his, her or their resignations from the Company Board (and from any committees or subcommittees thereof to which any such Amneal Director is then appointed or on which he or she is then serving) within sixty (60) days of such request; provided, however, that, if within such sixty (60) day period Amneal Group has regained its right to designate any such Amneal Director pursuant to Section 3.1(c), then such Amneal Director shall continue serving on the Company Board. Subject to Section 3.1(d), in the event that an Amneal Director shall cease to serve as a director pursuant to this Section 3.2(cbe elected), the Nominating Committee Board shall have nominate the sole right Xxxx Designees for election at such meeting, solicit proxies (or cause the Company to fill such vacancy or designate solicit proxies) in favor of the election of the Xxxx Designees in a person manner consistent with its solicitation of proxies for nomination the election of all other Director candidates nominated by the Board and recommend that the stockholders of the Company elect to the Board each of the Xxxx Designees. Neither the Board nor the Company shall take any action to oppose the election of the Xxxx Designees, including, without limitation, nominating for election to the Company Board to fill such vacancy with a person who shall satisfy all the qualifications of a Company Independent Director, in each case. If at any time the number of Amneal Directors then serving on the Company Board is less more individuals than the number of Amneal Designees Amneal Group has the right to designate pursuant to Section 3.1(c) Director seats available or Section 3.2(a), the Company Board and the Nominating Committee shall, at the request recommending that stockholders vote in favor of the Amneal Group Representative, take all actions reasonably necessary to cause a number of Amneal Designees equal to such deficit to be appointed to the Company Board within sixty (60) days of such requestany nominee opposing an Xxxx Designee. (d) Until If the Trigger Date, in the event that any Amneal Director shall cease to serve as a director for any reason other than pursuant to Section 3.2(c)Board becomes classified, the vacancy resulting therefrom Xxxx Designees serving as Directors at the time of such classification shall be filled placed among the classes in equal proportion as near as possible as determined by the Company Board as promptly as reasonably practicable with a substitute Amneal Director selected by Amneal Group in accordance good faith. If there are fewer Xxxx Designees than classes, the Xxxx Designees shall be placed in classes with the requirements for the designation of Amneal Designees pursuant earliest expiring terms. With respect to Section 3.2(b). (e) From and after the Closing, in the event of a vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of any Non-Amneal Director (other than the CEO Director), the Nominating Committee shall have the sole right to fill such vacancy or designate a person for nomination for election to the Company Board to fill such vacancy, subject to the prior written consent each annual meeting of the Conflicts Committee, and such person shall satisfy all the qualifications of a Company Independent Director. The Nominating Committee shall take all actions necessary to cause the vacancy upon the death, resignation, retirement, disqualification, removal from office or other cause of the CEO Director to be filled by the successor Chief Executive Officer of the Company or to designate such person for nomination for election to the Company Board to fill such vacancy. (f) The Nominating Committee shall nominate such number of Amneal Designees and such number of nominees to serve as Non-Amneal Directors as required to comply with the requirements of Section 3.1 hereof and this Section 3.2. The Company shall cause each person nominated by the Nominating Committee to be included in the slate of nominees recommended by the Company Board to holders of Company Common Stock for election (including at any special meeting of stockholders held for the election of directors). Seventy-five percent (75%) of the directors serving on the Nominating Committee shall be required to approve (i) a decision not to nominate any Initial Company Director for re-election to the Company Board at either of the first two annual meetings of stockholders of the Company following the Closing Date and (ii) until the third or special meeting in lieu of an annual meeting at which Directors are to be elected) occurring at a time when the Board is classified, the Initial Xxxx Stockholders may designate a number of stockholders of the Company following the Closing Date, any change individuals for nomination to the Board equal to the number of Xxxx Designees (or replacements of Xxxx Designees previously nominated by the Board due to the Initial Xxxx Stockholders designating less than the total number of individuals the Initial Xxxx Stockholders were entitled to designate) that have terms expiring in such year; provided that the collective number of such designees together with the number of Xxxx Designees otherwise serving as Chairman or Co-Chairmen on the Board does not exceed the number of individuals that the Company BoardInitial Xxxx Stockholders have the right to designate for nomination to the Board pursuant to Section 2.1(a).