Common use of Director Nomination Rights Clause in Contracts

Director Nomination Rights. (a) Until a Stepdown Date and, in the event of a Stepdown Date, from and after any Step-up Date 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, Next Alt shall have the right to designate the number of directors specified in Section 2.1(a)(i) and Section 2.1(a)(iii) for nomination by the Company Board for election to the Company Board (the “Next Alt Designees”). From a Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt shall have the right to designate a number of Next Alt Designees equal to the total number of directors comprising the entire Company Board multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially owned, 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 designate at least one Next Alt Designee, at least one Next Alt Designee shall be designated by A4 (such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Designees; provided, however, that in no event shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall designate any person to be a Next Alt Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Next Alt Designee by Next Alt or any of its Subsidiaries or Affiliates or service by any such Next Alt Designee on the board of directors (or equivalent body) of Next Alt or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt Designee. (b) The Company shall cause each 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)), removal or incapacity), then (i) in the case of a Next Alt Director (other than the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee to 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 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.

Director Nomination Rights. (a) Until a Stepdown the Trigger Date and, in the event of a Stepdown Date, from and after any Step-up Date until any subsequent Stepdown Date or the Expiration Datesubject 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, Next Alt 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 specified in Section 2.1(a)(i) and Section 2.1(a)(iii) for nomination by comprising the Company Board for election to 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 Board (Common Stock, the “Next Alt Designees”). From a Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt Amneal Group Representative shall have the right to designate a number of Next Alt Designees 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 entire Company Board multiplied by Board, rounded up to the percentage of the voting power of the outstanding Company Common Stock beneficially ownednearest whole number (e.g., 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 designate at least one Next Alt Designee, at least and one Next Alt Designee quarter (1 1/4) directors shall be designated by A4 rounded up to two (such Next Alt Designee the “A4-Next Alt Designee”2) directors); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt that such rounding shall not have result in the Amneal Group Representative having the right to designate a majority of the total number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Board when Amneal Group beneficially owns 50% or less of the outstanding shares of the Company Common Stock. (b) Until the Expiration Trigger Date, Next Alt and A4, as applicable, the Amneal Group Representative shall have full authority and ability to nominatedesignate any Amneal Designees, elect 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 Next Alt Designees; providedCompany Board. In the event any Amneal Designee is intended to qualify as an Independent Director on the Company Board, however, that the Amneal Group Representative shall consult in no event good faith with the Company Board and solicit its input prior to making such designation. The Amneal Group Representative shall Next Alt cause the A4-Next Alt Designee not designate any person to be removed without the prior written consent of A4. Neither Next Alt an Amneal Designee (nor A4, as applicable, shall any Qualifying Investor be entitled to designate any person to be a Next Alt Designee director) who it believes does not meet the requirements for is unqualified under any applicable Law to serve as a director nominees as set forth in the applicable policies of on the Company relating to director qualification from time to timeBoard. For the avoidance of doubt, current or former employment of any Next Alt Amneal Designee by Next Alt with an Amneal Group Member or any of its Subsidiaries or Affiliates or service by any such Next Alt Amneal Designee on the board of directors (or equivalent body) of Next Alt an Amneal Group Member or any of its Subsidiaries or Affiliates shall not automatically not, by itself, disqualify such individual from serving on the Company Board as a Next Alt an Amneal Designee. (bc) 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 Next Alt Designee 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%) and of the directors serving on the Nominating Committee shall use its best efforts be required 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)), removal or incapacity), then approve (i) in a decision not to nominate any Initial Company Director for re-election to the case Company Board at either of a Next Alt Director (other than the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee to fill such vacancy first two annual meetings of stockholders of the Company following the Closing Date 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 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 third annual meeting of the stockholders of the CompanyCompany 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 event of a Stepdown Date, from and after any Step-up Date until any subsequent Stepdown Date or the Expiration Trigger Date, in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, Next Alt GE shall have the right to designate the number of directors specified in Section 2.1(a)(ifive (5) and Section 2.1(a)(iii) persons for nomination by the Company Board for election to the Company Board (the each person so designated, a “Next Alt DesigneesGE Designee”). From a Stepdown Date until Until the earlier of a Step-up Date or the Expiration Trigger Date, Next Alt shall have the right to designate a number of Next Alt Designees equal to the total number of directors comprising the entire Company Board multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially owned, 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 designate at least one Next Alt Designee, at least one Next Alt Designee shall be designated by A4 (such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, GE shall have full authority and ability to nominate, elect and remove the Next Alt GE Designees in accordance with Section 3.2(c) in the case of the nomination or election of the GE Designees; provided, however, that in no event . GE shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall not designate any person to be a Next Alt GE Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. The Company Board shall promptly and in good faith consider each GE 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 Company Board. In the event that the Company Board fails to approve the nomination of any GE Designee, GE shall have the right to designate an alternative GE Designee for consideration. For the avoidance of doubt, current or former employment of any Next Alt GE Designee by Next Alt GE or any of its Subsidiaries or Affiliates or service by any such Next Alt GE Designee on the board of directors (or equivalent body) of Next Alt GE or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt GE Designee. (b) Notwithstanding Section 3.2(a), until the Trigger Date, if the size of the Company Board shall, with GE’s prior written approval or otherwise, be increased or decreased, GE shall have the right to designate one or more GE Designees to the Company Board such that the total number of GE Directors on the Company Board shall be proportional (rounded up to the nearest whole number) to the number of GE Directors on the Company Board set forth in Section 3.1(a). (c) The Company shall cause each Next Alt GE Designee and Non-GE Designee whose nomination has been approved 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 GE Designee and Non-GE Designee, including soliciting proxies in favor of the election of such persons. (cd) Until the Expiration Trigger Date, in the event that any Next Alt GE Director (including the A4-Next Alt Director) shall cease to serve as a director for any reason reason, the vacancy resulting therefrom shall be filled by the Company Board with a substitute GE Director. (whether as e) From and after the date hereof, in the event of a result of resignation (other than a resignation in accordance with Section 2.2(d))vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or incapacity)other cause of any director who was not a GE Designee, then (i) in the case of a Next Alt Director (other than Governance & Nominating Committee shall have the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee sole right to fill such vacancy and (ii) in the case of the A4-Next Alt Director, A4 will or designate a substitute A4-Next Alt Designee person for nomination, reasonably acceptable to fill such vacancy. (d) From a Stepdown Date until the earlier of a Step-up Date or the Expiration DateGE, Next Alt shall cause such number of Next Alt Directors then serving on for election to the Company Board to resign from fill such vacancy (each such person, a “Non-GE Designee”). (f) Until the Trigger Date, 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 shall avail itself of Next Alt Directors then serving on the Board is equal all available “controlled company” exceptions 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 corporate governance listing standards of the New York Stock Exchange; provided that, for NYSE. (g) For the avoidance of doubt, GE shall have the right, in its sole discretion, to waive any such resignation need not be effective until the next annual meeting and all of the stockholders rights granted to it under this Section 3.2, by delivery of written notice to the CompanyCompany in accordance with Section 7.4.

Director Nomination Rights. (a) Until a the Stepdown Date and, in the event of a Stepdown Date, from and after any Step-up Date 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, Next Alt Parent shall have the right to designate a majority of the number of directors specified in Section 2.1(a)(i) and Section 2.1(a)(iii) members for nomination by the Company Board for election to the Company Board (the “Next Alt Parent Designees”). From a the Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt Parent shall have the right to designate a number of Next Alt Parent Designees equal to the total number of directors comprising the entire Company Board multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially owned, in the aggregate, by the PDR Group, rounding up in the case of any resulting fractional number of Next Alt Parent Designees; provided that, at all times that Next Alt Parent is entitled to designate at least one Next Alt Parent Designee, at least one Next Alt Parent Designee shall be designated by A4 (such Next Alt Parent Designee the “A4-Next Alt Parent Designee”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt Parent and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Parent Designees; provided, however, that in no event shall Next Alt Parent cause the A4-Next Alt Parent Designee to be removed without the prior written consent of A4. Neither Next Alt Parent nor A4, as applicable, shall designate any person to be a Next Alt Parent Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Next Alt Parent Designee by Next Alt Parent or any of its Subsidiaries or Affiliates or service by any such Next Alt Parent Designee on the board of directors (or equivalent body) of Next Alt Parent or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt Parent Designee. (b) The Company shall cause each Next Alt Parent 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 Parent Designee. (c) Until the Expiration Date, in the event that any Next Alt Parent Director (including the A4-Next Alt Parent 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)), removal or incapacity), then (i) in the case of a Next Alt Parent Director (other than the A4-Next Alt Parent Director), Next Alt Parent will designate a substitute Next Alt Parent Designee to fill such vacancy and (ii) in the case of the A4-Next Alt Parent Director, A4 will designate a substitute A4-Next Alt Parent Designee to fill such vacancy. (d) From a the Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt Parent shall cause such number of Next Alt Parent Directors then serving on the Company Board to resign from the Company Board (such resigning Next Alt Parent Director to be replaced by nominees chosen by the Independent Directors) as is necessary so that the remaining number of Next Alt Parent Directors then serving on the Board is equal to the number of Next Alt Parent Designees that Next Alt Parent is then entitled to designate for nomination pursuant to Section 2.2(a); provided, however, that in no event shall Next Alt Parent cause the A4-Next Alt Parent Director to resign without the prior written consent of A4. Any resignation of a Next Alt Parent 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.

Director Nomination Rights. (a) Until a Stepdown Date andDate, and in the event of a Stepdown Date, Date from and after any Step-up Date 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, Next Alt shall have the right to designate the number of directors specified in the last sentence of Section 2.1(a)(i) and Section 2.1(a)(iii) 2.1 for nomination by the Company Board for election to the Company Board (the “Next Alt Designees”). From a Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt shall have the right to designate a number of Next Alt Designees equal to the total number of directors comprising the entire Company Board multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially owned, 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 designate at least one Next Alt Designee, at least one Next Alt Designee shall be designated by A4 (such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Designees; provided, however, that in no event shall . Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall not designate any person to be a Next Alt Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Next Alt Designee by Next Alt or any of its Subsidiaries or Affiliates or service by any such Next Alt Designee on the board of directors (or equivalent body) of Next Alt or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt Designee. (b) The Company shall cause each 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 or the A4-Next Alt Directordirector referenced in Section 2.1(c) 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)), removal or incapacity), then (i) in the case of a Next Alt Director (other than the A4-Next Alt Director), Next Alt will have the right to designate a substitute Next Alt Designee to 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 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.

Director Nomination Rights. (a) Until a Stepdown Date and, in On the event of a Stepdown Closing Date, from the Board shall appoint Shareholder and after any Step-up Date until any subsequent Stepdown Date one Independent candidate designated by Shareholder to the Board (provided, that if such Independent candidate has not been designated by Shareholder on or prior to the Expiration Closing Date, in connection with any annual or special meeting of the stockholders of Board shall appoint to the Company at which directors Board such Independent candidate when subsequently so designated by Shareholder). The parties hereto acknowledge and agree that the Shareholder shall be electedappointed to the Board to serve for a term expiring at Buyer’s 2007 annual meeting term and such Independent candidate shall be appointed to the Board to serve for a term expiring at Buyer’s 2006 annual meeting in order to comply with the requirements for staggered terms and apportioned classes of Directors set forth in Buyer’s By-laws. Notwithstanding the foregoing, Next Alt the appointment of Shareholder or any Shareholder-designated candidate pursuant to this Section 2(a), (i) shall be subject to the approval process of Buyer’s Nominating & Governance Committee, consistent with Buyer’s Corporate Governance Guidelines, and (ii) must have the requisite qualifications as determined in good faith by the Nominating & Governance Committee; provided, however, that if for any reason the conditions set forth in clauses (i) and (ii) are not satisfied, Shareholder shall have the right to designate an alternate person or persons to be so nominated. Nothing in this Section 2 shall prevent the number Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of directors specified this Agreement. (b) After the Closing Date, should there exist or occur any vacancy on the Board as a result of death, disability, retirement, resignation, removal or any other reason, including if any current Director shall not be nominated for re-election (other than any vacancy resulting from the death, disability, retirement, resignation or removal of Shareholder or any Shareholder Director), the Board shall appoint one additional Independent candidate designated by Shareholder to the Board to serve for a term of office continuing only until the next election of the class of Directors in which the vacancy occurs. The parties hereto acknowledge and agree that such Independent candidate shall be nominated to the same class as the Director that such Independent candidate is replacing. Notwithstanding the foregoing, the appointment of a Shareholder-designated candidate pursuant to this Section 2.1(a)(i2(b), (i) shall be subject to the approval process of Buyer’s Nominating & Governance Committee, consistent with Buyer’s Corporate Governance Guidelines, and (ii) must have the requisite qualifications as determined in good faith by the Nominating & Governance Committee; provided, however, that if for any reason the conditions set forth in clauses (i) and Section 2.1(a)(iii(ii) for nomination by the Company Board for election to the Company Board (the “Next Alt Designees”). From a Stepdown Date until the earlier of a Step-up Date or the Expiration Dateare not satisfied, Next Alt Shareholder shall have the right to designate a number of Next Alt Designees equal an alternate person or persons to be so nominated. Nothing in this Section 2 shall prevent the Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the total number intent of directors comprising this Agreement. (c) Following the entire Company initial appointments referenced in Sections 2(a) and (b) above, Buyer shall nominate for the Board multiplied by at the percentage next applicable annual meeting of the voting power shareholders of the outstanding Company Common Stock beneficially ownedBuyer, 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 designate at least one Next Alt Designee, at least one Next Alt Designee shall be Independent candidates designated by A4 Shareholder pursuant to the terms of this Agreement (each such Next Alt Designee designated Independent candidate a “Shareholder Director” and collectively, the “A4-Next Alt DesigneeShareholder Directors”); provided, however, notwithstanding anything that Buyer shall only be obligated to nominate any Shareholder Director at the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have annual meeting at which the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Designees; provided, however, that in no event shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall designate any person to be a Next Alt Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies term of the Company relating class of Directors to director qualification from time to time. For the avoidance of doubt, current or former employment of which any Next Alt Designee by Next Alt or any of its Subsidiaries or Affiliates or service by any Shareholder Director belongs has expired and such Next Alt Designee on the board of directors (or equivalent body) of Next Alt or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt Designee. (b) The Company shall cause each 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)), removal or incapacity), then (i) in the case of a Next Alt Director (other than the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee to 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 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.class of

Director Nomination Rights. (a) Until a Stepdown Date and, in the event of a Stepdown Date, from and after any Step-up Date until any subsequent Stepdown Date or the Expiration Date, 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, Next Alt (i) for so long as the Engie Group collectively owns Shares representing at least 10% of the issued and outstanding Shares, Engie shall have the right to designate two persons for nomination by the number Company Board for election to the Company Board (each person so designated, an “Engie Designee”), and (ii) 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 any Shareholder Meeting pursuant to which directors specified in Section 2.1(a)(ishall be elected, (i) and Section 2.1(a)(iii) for so long as the Pace Sponsor Group collectively owns Shares representing at least 25% of the Initial Pace Sponsor Group Share Ownership, Pace Sponsor shall have the right to designate one person for nomination by the Company Board for election to the Company Board (the “Next Alt DesigneesPace Sponsor Designee”), and (ii) upon the Pace Sponsor Group 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. From a Stepdown Date until The Pace Sponsor Designee that is serving on the earlier Company Board is the “Pace Sponsor Director.” (c) For purposes of a Step-up Date 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 the Shares to any person other than the applicable members of the Engie Group or the Expiration DatePace Sponsor Group shall not be counted for purposes of calculating the number of Shares held by the Engie Group or the Pace Sponsor Group, Next Alt 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 Board 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 number of Shares owned by the Pace Sponsor Group 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 persons who qualify as Independent Directors as nominees of Next Alt Designees equal to the total number of directors comprising the entire Company Board multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially owned, 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 for election to each directorship for which a Designating Shareholder is not entitled to designate at least one Next Alt a person (each such designee, a “Company Designee, at least one Next Alt Designee shall be designated by A4 (” and each such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Designees; provided, however, that in no event shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall designate any person to be a Next Alt Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Next Alt Designee by Next Alt or any of its Subsidiaries or Affiliates or service by any such Next Alt Designee on the board of directors (or equivalent body) of Next Alt or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from designee serving on the Company Board as Board, together with any director designated in accordance with Section 3.1(a)(iv), a Next Alt Designee“Company Director”). (bf) The Company shall cause include each Next Alt relevant Engie Designee, Pace Sponsor Designee, and Company Designee to be included in as a member of the slate of Company Board nominees recommended proposed by the Company Board to holders of Company Common Stock for election (including at any special meeting by the Company’s Shareholder Meeting by means of stockholders held for a binding nomination in accordance with the Articles, and shall recommend that the Company’s shareholders vote in favor of the election of directors) 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 Next Alt 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 Company Board a written request for such withdrawal. Further, in connection with any Shareholder Meeting pursuant to which directors shall be elected, the Company Board shall not nominate, in the aggregate, a number of nominees greater than the number of members of the Company Board, and the Company Board shall not recommend the election of any other person to a position on the Company Board for which a Engie Designee or Pace Sponsor Designee has been nominated. If elected to the Company Board, each director will hold his or her office as a member of the Company Board for such term as is provided in the Articles, or until his or her death, resignation or removal from the Company Board or until his or her successor has been duly elected and qualified in accordance with the provisions of this Agreement, the Articles, and applicable Law. (cg) Until Each Party agrees not to take any actions that would interfere with the Expiration Dateintention of the Parties with respect to the composition of the Company Board as herein 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). (h) Subject to Section 3.2(d), in the event that any Next Alt Designated Director (including the A4-Next Alt Director) shall cease to serve as a director for any reason (whether reason, so long as the nominee for such person’s position is subject to nomination pursuant to Section 3.2(a) and Section 3.2(b), the resulting vacancy shall be temporarily filled by the Company Board with a substitute individual, to be designated by the same Designating Shareholder who designated such Designated Director who has ceased serving as a result of resignation (other than director on the Company Board; such temporary appointment by the Company Board shall be until the next Shareholder Meeting, at which a resignation substitute individual shall be appointed in accordance with Section 2.2(d)3.2(a), removal or incapacitySection 3.2(b) and Section 3.2(f) (as applicable), then . (i) From and after the date hereof, in the case event of a Next Alt Director (vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or other cause of a Company Director, other than any resignation of any Engie Director or Pace Sponsor Director resulting in a reduction of the A4-Next Alt Directorsize of the Company Board pursuant to Section 3.2(d), Next Alt will the Company Board, upon the recommendation of the Governance & Nominating Committee shall have the sole right to temporarily fill such vacancy or designate a substitute Next Alt Designee an individual for nomination for election to the Company Board to fill such vacancy and (ii) in who qualifies as an Independent Director; a temporary appointment by the case of Company Board shall be until the A4-Next Alt Directornext Shareholder Meeting, A4 will designate at which a substitute A4-Next Alt Designee to fill such vacancyindividual shall be appointed in accordance with Section 3.2(e) and Section 3.2(f). (dj) From a Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt Each Designating Shareholder shall cause such number any of Next Alt Directors then serving on the Company Board its Designated Directors, to resign promptly from the Company Board (if such resigning Next Alt Director to be replaced by nominees chosen Designated Director, as determined by the Independent DirectorsCompany Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as is necessary so that a director of the remaining number Company under any rule or regulation of Next Alt Directors then serving on the Board is equal 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 the number Company and its shareholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of Next Alt Designees Law, or (iv) has engaged in any transaction involving the Company Group from which the Designated Director derived an improper personal benefit that Next Alt is then entitled was not disclosed to designate for nomination pursuant the Company Board prior to Section 2.2(a)the authorization of such transaction; provided, however, that in no event the applicable Designating Shareholder shall Next Alt cause have the A4-Next Alt right to replace such resigning Designated Director with a new Designated Director, such newly named Designated Director to resign without be appointed promptly to the prior written consent Company Board in place of A4. Any resignation the resigning Designated Director in the manner set forth in the Articles and applicable Law for filling vacancies on the Company 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 requisite skill and experience to serve as a director of a Next Alt Designee required to give effect to this Section 2.2(dpublicly-traded company, and (ii) will comply with the applicable rules who is not prohibited from or disqualified from serving as a director of the New York Stock Exchange; provided thatCompany pursuant to any rule or regulation of the SEC, for 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 such resignation need not be effective until the next annual meeting and all of the stockholders rights granted to it under this Section 3.2, by delivery of written notice to the Company.

Director Nomination Rights. (a) Until a Stepdown Date and, in the event of a Stepdown Date, from and after any Step-up Date until any subsequent Stepdown Date or the Expiration Trigger Date, in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, Next Alt GE shall have the right to designate the number of directors specified in Section 2.1(a)(ifive (5) and Section 2.1(a)(iii) persons for nomination by the Company Board for election to the Company Board (the each person so designated, a “Next Alt DesigneesGE Designee”). From a Stepdown Date until Until the earlier of a Step-up Date or the Expiration Trigger Date, Next Alt shall have the right to designate a number of Next Alt Designees equal to the total number of directors comprising the entire Company Board multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially owned, 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 designate at least one Next Alt Designee, at least one Next Alt Designee shall be designated by A4 (such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, GE shall have full authority and ability to nominate, elect and remove the Next Alt GE Designees in accordance with Section 3.2(c) in the case of the nomination or election of the GE Designees; provided, however, that in no event . GE shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall not designate any person to be a Next Alt GE Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. The Company Board shall promptly and in good faith consider each GE 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 Company Board. In the event that the Company Board fails to approve the nomination of any GE Designee, GE shall have the right to designate an alternative GE Designee for consideration. For the avoidance of doubt, current or former employment of any Next Alt GE Designee by Next Alt GE or any of its Subsidiaries or Affiliates or service by any such Next Alt GE Designee on the board of directors (or equivalent body) of Next Alt GE or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt GE Designee. (b) Notwithstanding Section 3.2(a), until the Trigger Date, if the size of the Company Board shall, with GE’s prior written approval or otherwise, be increased or decreased, GE shall have the right to designate one or more GE Designees to the Company Board such that the total number of GE Directors on the Company Board shall be proportional (rounded up to the nearest whole number) to the number of GE Directors on the Company Board set forth in Section ‎3.1(a). (c) The Company shall cause each Next Alt GE Designee and Non-GE Designee whose nomination has been approved 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 GE Designee and Non-GE Designee, including soliciting proxies in favor of the election of such persons. (cd) Until the Expiration Trigger Date, in the event that any Next Alt GE Director (including the A4-Next Alt Director) shall cease to serve as a director for any reason reason, the vacancy resulting therefrom shall be filled by the Company Board with a substitute GE Director. (whether as e) From and after the date hereof, in the event of a result of resignation (other than a resignation in accordance with Section 2.2(d))vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or incapacity)other cause of any director who was not a GE Designee, then (i) in the case of a Next Alt Director (other than Governance & Nominating Committee shall have the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee sole right to fill such vacancy and (ii) in the case of the A4-Next Alt Director, A4 will or designate a substitute A4-Next Alt Designee person for nomination, reasonably acceptable to fill such vacancy. (d) From a Stepdown Date until the earlier of a Step-up Date or the Expiration DateGE, Next Alt shall cause such number of Next Alt Directors then serving on for election to the Company Board to resign from fill such vacancy (each such person, a “Non-GE Designee”). (f) Until the Trigger Date, 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 shall avail itself of Next Alt Directors then serving on the Board is equal all available “controlled company” exceptions 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 corporate governance listing standards of the New York Stock Exchange; provided that, for NYSE. (g) For the avoidance of doubt, GE shall have the right, in its sole discretion, to waive any such resignation need not be effective until the next annual meeting and all of the stockholders rights granted to it under this Section ‎3.2, by delivery of written notice to the CompanyCompany in accordance with Section ‎7.4.

Director Nomination Rights. (a) Until a Stepdown Date and, in the event of a Stepdown Date, from and after any Step-up Date until any subsequent Stepdown Date or the Expiration Date, in In connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, Next Alt (i) until the Trigger Date, GE shall have the right to designate five (5) persons for nomination by the number Company Board for election to the Company Board and (ii) following the Trigger Date, but prior to the first date on which members of directors specified in Section 2.1(a)(ithe GE Group cease to beneficially own at least twenty percent (20%) and Section 2.1(a)(iiiof the voting power of the outstanding Company Common Stock (the “20% Trigger Date”), GE shall have the right to designate one (1) person for nomination by the Company Board for election to the Company Board (the each person so designated pursuant to (i) or (ii), a “Next Alt DesigneesGE Designee”). From a Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt shall have the right to designate a number of Next Alt Designees equal Subject to the total number first sentence of directors comprising the entire Company Board multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially ownedthis Section 3.2(a), 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 designate at least one Next Alt Designee, at least one Next Alt Designee shall be designated by A4 (such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, GE shall have full authority and ability to nominate, elect and remove the Next Alt GE Designees; provided, however, that in no event . GE shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall not designate any person to be a Next Alt GE Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. The Company Board shall promptly and in good faith consider each GE 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 Company Board. In the event that the Company Board fails to approve the nomination of any GE Designee, GE shall have the right to designate an alternative GE Designee for consideration. For the avoidance of doubt, current or former employment of any Next Alt GE Designee by Next Alt GE or any of its Subsidiaries or Affiliates or service by any such Next Alt GE Designee on the board of directors (or equivalent body) of Next Alt GE or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt GE Designee. (b) Notwithstanding Section 3.2(a), until the Trigger Date, if the size of the Company Board shall, with GE’s prior written approval or otherwise, be increased or decreased, GE shall have the right to designate one or more GE Designees to the Company Board such that the total number of GE Directors on the Company Board shall be proportional (rounded up to the nearest whole number) to the number of GE Directors on the Company Board set forth in Section 3.1(a). (c) The Company shall cause each Next Alt GE Designee and Non-GE Designee whose nomination has been approved 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 GE Designee and Non-GE Designee, including soliciting proxies in favor of the election of such persons. (cd) Until the Expiration DateAs to any GE Director designated pursuant to Section 3.2(a) (including clause (ii) thereof), in the event that any Next Alt such GE Director (including the A4-Next Alt Director) shall cease to serve as a director for any reason reason, and so long as GE has the right to designate such director, the vacancy resulting therefrom shall be filled by the Company Board with a substitute GE Director. (whether as e) From and after the Original Effective Date, in the event of a result of resignation (other than a resignation in accordance with Section 2.2(d))vacancy on the Company Board upon the death, resignation, retirement, disqualification, removal from office or incapacity)other cause of any director who was not a GE Designee, then (i) in the case of a Next Alt Director (other than Governance & Nominating Committee shall have the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee sole right to fill such vacancy and (ii) in the case of the A4-Next Alt Director, A4 will or designate a substitute A4-Next Alt Designee person for nomination for election to fill such vacancy. (d) From a Stepdown Date until the 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 fill such vacancy (each such person, a “Non-GE Designee”); provided that with respect to any filling of vacancy or designation prior to the 20% Trigger Date, such individual is reasonably acceptable to GE. (f) Until the Trigger Date, 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 shall avail itself of Next Alt Directors then serving on the Board is equal all available “controlled company” exceptions to the number corporate governance listing standards of Next Alt Designees that Next Alt is then entitled to designate for nomination pursuant to Section 2.2(a); providedthe NYSE, howeverand, that in no event thereafter, the Company 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 corporate governance listing standards of the New York Stock Exchange; provided thatNYSE, for including those relating to the composition of the committees of the Company Board. (g) For the avoidance of doubt, (i) GE shall have the right, in its sole discretion, to waive any such resignation need not be effective until the next annual meeting and all of the stockholders rights granted to it under this Section 3.2, by delivery of written notice to the CompanyCompany in accordance with Section 7.4, (ii) on (or prior to, but only effective upon) the Trigger Date and the 20% Trigger Date, each GE Designee shall deliver his or her resignation from the Company Board for consideration by the Conflicts Committee (provided, that one GE Designee, as designated by GE, shall be exempt from the requirements of this clause (ii) where the Trigger Date has occurred without the 20% Trigger Date also contemporaneously occurring) and (iii) GE shall have no right to designate a GE Designee after the 20% Trigger Date.

Director Nomination Rights. (a) Until a Stepdown Date andFor so long as the Investor and/or its Affiliates, in the event of a Stepdown Dateaggregate, from and after any Step-up Date 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, Next Alt shall have the right beneficially own Common Stock equivalent to designate the number of directors specified in Section 2.1(a)(i) and Section 2.1(a)(iii) for nomination by the Company Board for election to the Company Board (the “Next Alt Designees”). From a Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt shall have the right to designate a number of Next Alt Designees equal to the total number of directors comprising the entire Company Board multiplied by the percentage 5.00% of the voting power of the outstanding Company Common Stock beneficially owned, in capital stock of 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 Corporation entitled to designate at least one Next Alt Designee, at least one Next Alt Designee shall be designated by A4 vote for the election of directors (such Next Alt Designee the “A4-Next Alt DesigneePreferred Stock Director Nomination Right Condition”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt Investor shall not have the right to designate nominate to serve on the Board a number of Next Alt Designees equal persons sufficient to or exceeding 50% constitute a majority of directors comprising the entire Company Boardtotal number of directorships then authorized for the Board (each such nominee, a “Preferred Stock Nominee,” and each such director, a “Preferred Stock Director”). Until For so long as the Expiration Date, Next Alt and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Designees; provided, however, that in no event shall Next Alt cause the A4-Next Alt Designee Preferred Stock Director Nomination Right Condition continues to be removed without satisfied, the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall designate any person to be a Next Alt Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Next Alt Designee by Next Alt or any of its Subsidiaries or Affiliates or service by any such Next Alt Designee on the board of directors (or equivalent body) of Next Alt or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt Designee. (b) The Company shall cause each 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 Corporation shall use its reasonable best efforts to cause the Preferred Stock Nominee(s) to be elected to the Board, including by nominating the Preferred Stock Nominee(s) as designated by the Investor in writing for election of each such Next Alt Designee. (cor re-election, as applicable) 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 at the end of each term of the Preferred Stock Director(s) as part of the slate proposed by the Corporation that is included in the proxy statement (whether as a result or consent solicitation or similar document) of resignation (other than a resignation in accordance with Section 2.2(d)), removal or incapacity), then (ithe Corporation relating to the election of the Board and recommending approval of the election of such Preferred Stock Nominee(s) in such proxy statement (or consent solicitation or similar document). At such time as the case of a Next Alt Preferred Stock Director (other than Nomination Right Condition is no longer satisfied, the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee to fill such vacancy and (iiPreferred Stock Director(s) shall offer 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 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 writing to resign from the Company Board and any committees thereof effective as of a date within thirty (30) days after the first date that the Preferred Stock Director Nomination Right Condition is no longer satisfied, and, from and after such resigning Next Alt date, the Investor shall cease to have any rights under this Section 9. At all times when the Preferred Stock Director to Nomination Right Condition is satisfied, a vacancy in the office of the Preferred Stock Director(s) shall only be replaced by nominees chosen filled 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 A4Investor and the Corporation shall cause such Preferred Stock Nominee(s) designated in such written consent to fill such resulting vacancy. Any resignation Notwithstanding the foregoing, to the extent the Investor (and/or any of a Next Alt Designee required its Affiliates) holds the Series A Preferred Stock, the total number of directorships the Investor is entitled to give effect to appoint under this Section 2.2(d9 shall be reduced on a one-for-one basis by any director(s) will comply with the applicable rules Investor is entitled to appoint under the Series A Preferred Stock Certificate 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 CompanyDesignations.

Director Nomination Rights. (a) Until a Stepdown Date and, in On the event of a Stepdown Closing Date, from the Board shall appoint Shareholder and after any Step-up Date until any subsequent Stepdown Date one Independent candidate designated by Shareholder to the Board (provided, that if such Independent candidate has not been designated by Shareholder on or prior to the Expiration Closing Date, in connection with any annual or special meeting of the stockholders of Board shall appoint to the Company at which directors Board such Independent candidate when subsequently so designated by Shareholder). The parties hereto acknowledge and agree that the Shareholder shall be electedappointed to the Board to serve for a term expiring at Buyer's 2007 annual meeting term and such Independent candidate shall be appointed to the Board to serve for a term expiring at Buyer's 2006 annual meeting in order to comply with the requirements for staggered terms and apportioned classes of Directors set forth in Buyer's By-laws. Notwithstanding the foregoing, Next Alt the appointment of Shareholder or any Shareholder-designated candidate pursuant to this Section 2(a), (i) shall be subject to the approval process of Buyer's Nominating & Governance Committee, consistent with Buyer's Corporate Governance Guidelines, and (ii) must have the requisite qualifications as determined in good faith by the Nominating & Governance Committee; provided, however, that if for any reason the conditions set forth in clauses (i) and (ii) are not satisfied, Shareholder shall have the right to designate an alternate person or persons to be so nominated. Nothing in this Section 2 shall prevent the number Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of directors specified this Agreement. (b) After the Closing Date, should there exist or occur any vacancy on the Board as a result of death, disability, retirement, resignation, removal or any other reason, including if any current Director shall not be nominated for re-election (other than any vacancy resulting from the death, disability, retirement, resignation or removal of Shareholder or any Shareholder Director), the Board shall appoint one additional Independent candidate designated by Shareholder to the Board to serve for a term of office continuing only until the next election of the class of Directors in which the vacancy occurs. The parties hereto acknowledge and agree that such Independent candidate shall be nominated to the same class as the Director that such Independent candidate is replacing. Notwithstanding the foregoing, the appointment of a Shareholder-designated candidate pursuant to this Section 2.1(a)(i2(b), (i) shall be subject to the approval process of Buyer's Nominating & Governance Committee, consistent with Buyer's Corporate Governance Guidelines, and (ii) must have the requisite qualifications as determined in good faith by the Nominating & Governance Committee; provided, however, that if for any reason the conditions set forth in clauses (i) and (ii) are not satisfied, Shareholder shall have the right to designate an alternate person or persons to be so nominated. Nothing in this Section 2.1(a)(iii2 shall prevent the Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of this Agreement. (c) Following the initial appointments referenced in Sections 2(a) and (b) above, Buyer shall nominate for nomination the Board at the next applicable annual meeting of the shareholders of Buyer, any Independent candidates designated by Shareholder pursuant to the Company terms of this Agreement (each such designated Independent candidate a "SHAREHOLDER DIRECTOR" and collectively, the "SHAREHOLDER DIRECTORS"); provided, however, that Buyer shall only be obligated to nominate any Shareholder Director at the annual meeting at which the term of the class of Directors to which any Shareholder Director belongs has expired and such class of Directors is up for election. In accordance with its Corporate Governance Guidelines, the Board shall submit in writing the name of any Shareholder Director to the Buyer Nominating & Governance Committee for election to the Board. The Company shall use its reasonable best efforts (i) to cause the Buyer Nominating & Governance Committee to include the name of the Shareholder Directors so submitted among its nominees for election to the Board and (ii) to cause the “Next Alt Designees”Board to unanimously recommend that the shareholders of Buyer vote in favor of the Shareholder Directors; provided, however, that if for any reason the conditions set forth in clauses (i) and (ii) are not satisfied, Shareholder shall have the right to designate an alternate person or persons to be so nominated. Nothing in this Section 2 shall prevent the Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of this Agreement. (d) Following the initial appointment of Shareholder referenced in Section 2(a) above, Buyer shall nominate Shareholder at each applicable annual meeting of the shareholders of Buyer to serve on the Board; provided, however, the Buyer shall only be obligated to nominate the Shareholder at each annual meeting at which the term of the class of Directors to which Shareholder belongs has expired and such class of Directors is up for election. In accordance with its Corporate Governance Guidelines, the Board shall submit in writing Shareholder's name to the Buyer Nominating & Governance Committee for election to the Board. The Company shall use its reasonable best efforts (i) to cause the Buyer Nominating & Governance Committee to include the Shareholder so submitted among its nominees for election to the Board and (ii) to cause the Board to unanimously recommend that the shareholders of Buyer to vote in favor of Shareholder. Nothing in this Section 2 shall prevent the Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of this Agreement. (e) The Shareholder Directors (but not the Shareholder), will each be invited to serve on at least one committee of the Board while serving as Directors, in accordance with and subject to their respective qualifications. From The parties hereto acknowledge and agree that so long as each applicable Shareholder Director (i) submits to the proper approval process with the Nominating & Governance Committee, consistent with Buyer's Corporate Governance Guidelines and (ii) has the requisite qualifications as determined in good faith by the Nominating & Governance Committee, one of the Shareholder Directors will be invited to serve on the Audit Committee of the Board while serving as a Stepdown Date until Director and one of the earlier Shareholder Directors will be invited to serve on the Compensation Committee of the Board while serving as a Step-up Date Director. (f) Subject to Sections 2(c), 2(g), 3, and 5, in the event any Shareholder Director dies, becomes disabled or resigns, retires or is removed from the Expiration DateBoard, Next Alt Shareholder shall have the right to designate a number replacement director to fill such vacancy to serve for a term of Next Alt Designees equal to office continuing only until the total number of directors comprising the entire Company Board multiplied by the percentage next election of the voting power class of Directors in which the outstanding Company Common Stock beneficially owned, 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 designate at least one Next Alt Designee, at least one Next Alt Designee vacancy occurs and such replacement director shall be designated by A4 (such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in considered a "Shareholder Director" for purposes of this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Designees; provided, however, that in no event shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall designate any person to be a Next Alt Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Next Alt Designee by Next Alt or any of its Subsidiaries or Affiliates or service by any such Next Alt Designee on the board of directors (or equivalent body) of Next Alt or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt DesigneeAgreement. (bi) The Company rights of Shareholder to designate any Shareholder Director, the right of any Shareholder Director to sit on the Board, and the obligations of the Board and Buyer pursuant to this Section 2 with respect to the Shareholder Directors shall cause each 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, terminate in the event that any Next Alt Director Shareholder both (including A) ceases to Own 9% of the A4-Next Alt Directoroutstanding shares of Buyer common stock and (B) shall cease ceases to serve as a director for any reason (whether as a result Own 9,000,000 shares of resignation (other than a resignation in accordance with Section 2.2(d)), removal or incapacity), then (i) in the case of a Next Alt Director (other than the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee to fill such vacancy and Buyer common stock. (ii) in All rights of Shareholder, including without limitation, the case right of Shareholder to sit on the Board, and the obligations 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 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 and Buyer 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 2, shall terminate in the applicable rules event Shareholder ceases to Own 5,000,000 shares 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 CompanyBuyer common stock.

Director Nomination Rights. (a) Until a Stepdown Date and, in On the event of a Stepdown Closing Date, the Board shall appoint Shareholder to the Board. The parties acknowledge and agree that the Shareholder shall be appointed to the Board to serve for a term expiring at Buyer's 2007 annual meeting term. Notwithstanding the foregoing, the appointment of Shareholder pursuant to this Section 2(a), (i) shall be subject to the approval process of Buyer's Nominating & Governance Committee, consistent with Buyer's Corporate Governance Guidelines, and (ii) must have the requisite qualifications as determined in good faith by the Nominating & Governance Committee. Nothing in this Section 2 shall prevent the Board from and after any Step-up Date until any subsequent Stepdown Date or acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the Expiration intent of this Agreement. (b) After the Closing Date, in connection with any annual or special meeting of the stockholders of the Company at which directors shall be elected, Next Alt Shareholder shall have the right to designate one Independent candidate to the number Board, and the Board shall appoint the designated Independent candidate to the Board whenever such Independent candidate is designated by Shareholder. The parties acknowledge and agree that any such Independent candidate shall be appointed to the Board to serve for a term that complies with the requirements for the staggered terms and apportioned classes of directors specified Directors set forth in Buyer's By-laws. Notwithstanding the foregoing, the appointment of any shareholder designated candidate pursuant to this Section 2.1(a)(i2(b), (i) shall be subject to the approval process of Buyer's Nominating & Governance Committee, consistent with Buyer's Corporate Governance Guidelines, and (ii) must have the requisite qualifications as determined in good faith by the Nominating & Governance Committee; provided, however, that if for any reason the conditions set forth in clauses (i) and (ii) are not satisfied, Shareholder shall have the right to designate an alternate person or persons to be so nominated. Nothing in this Section 2.1(a)(iii2 shall prevent the Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of this Agreement. (c) After the Closing Date, should there exist or occur any vacancy on the Board as a result of death, disability, retirement, resignation, removal or any other reason, including if any current Director shall not be nominated for nomination re-election (other than any vacancy resulting from the death, disability, retirement, resignation or removal of Shareholder or any Shareholder Director), the Board shall appoint one additional Independent candidate designated by Shareholder to the Board to serve for a term of office continuing only until the next election of the class of Directors in which the vacancy occurs. The parties acknowledge and agree that such Independent candidate shall be nominated to the same class as the Director that such Independent candidate is replacing. Notwithstanding the foregoing, the appointment of a Shareholder-designated candidate pursuant to this Section 2(c), (i) shall be subject to the approval process of Buyer's Nominating & Governance Committee, consistent with Buyer's Corporate Governance Guidelines, and (ii) must have the requisite qualifications as determined in good faith by the Company Nominating & Governance Committee; provided, however, that if for any reason the conditions set forth in clauses (i) and (ii) are not satisfied, Shareholder shall have the right to designate an alternate person or persons to be so nominated. Nothing in this Section 2 shall prevent the Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of this Agreement. (d) Following the initial appointments referenced in Sections 2 (a), (b) and (c) above, Buyer shall nominate for the Board at the next applicable annual meeting of the shareholders of Buyer, any Independent candidates designated by Shareholder pursuant to the terms of this Agreement (each such designated Independent candidate a "SHAREHOLDER DIRECTOR" and collectively, the "SHAREHOLDER DIRECTORS"); provided, however, that Buyer shall only be obligated to nominate any Shareholder Director at the annual meeting at which the term of the class of Directors to which any Shareholder Director belongs has expired and such class of Directors is up for election. In accordance with its Corporate Governance Guidelines, the Board shall submit in writing the name of any Shareholder Director to the Buyer Nominating & Governance Committee for election to the Board. The Company shall use its reasonable best efforts (i) to cause the Buyer Nominating & Governance Committee to include the name of the Shareholder Directors so submitted among its nominees for election to the Board and (ii) to cause the “Next Alt Designees”Board to unanimously recommend that the shareholders of Buyer vote in favor of the Shareholder Directors; provided, however, that if for any reason the conditions set forth in clauses (i) and (ii) are not satisfied, Shareholder shall have the right to designate an alternate person or persons to be so nominated. Nothing in this Section 2 shall prevent the Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of this Agreement. (e) Following the initial appointment of Shareholder referenced in Section 2(a) above, Buyer shall nominate Shareholder at each applicable annual meeting of the shareholders of Buyer to serve on the Board; provided, however, the Buyer shall only be obligated to nominate the Shareholder at each annual meeting at which the term of the class of Directors to which Shareholder belongs has expired and such class of Directors is up for election. In accordance with its Corporate Governance Guidelines, the Board shall submit in writing Shareholder's name to the Buyer Nominating & Governance Committee for election to the Board. The Company shall use its reasonable best efforts (i) to cause the Buyer Nominating & Governance Committee to include the Shareholder so submitted among its nominees for election to the Board and (ii) to cause the Board to unanimously recommend that the shareholders of Buyer to vote in favor of Shareholder. Nothing in this Section 2 shall prevent the Board from acting in good faith in accordance with its Corporate Governance Guidelines while giving due consideration to the intent of this Agreement. (f) The Shareholder Directors (but not the Shareholder), will each be invited to serve on at least one committee of the Board while serving as Directors, in accordance with and subject to their respective qualifications. From The parties hereto acknowledge and agree that so long as each applicable Shareholder Director (i) submits to the proper approval process with the Nominating & Governance Committee, consistent with Buyer's Corporate Governance Guidelines and (ii) has the requisite qualifications as determined in good faith by the Nominating & Governance Committee, one of the Shareholder Directors will be invited to serve on the Audit Committee of the Board while serving as a Stepdown Date until Director and one of the earlier Shareholder Directors will be invited to serve on the Compensation Committee of the Board while serving as a Step-up Date Director. (g) Subject to Sections 2(d), 2(h), 3, and 5, in the event any Shareholder Director dies, becomes disabled or resigns, retires or is removed from the Expiration DateBoard, Next Alt Shareholder shall have the right to designate a number replacement director to fill such vacancy to serve for a term of Next Alt Designees equal to office continuing only until the total number of directors comprising the entire Company Board multiplied by the percentage next election of the voting power class of Directors in which the outstanding Company Common Stock beneficially owned, 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 designate at least one Next Alt Designee, at least one Next Alt Designee vacancy occurs and such replacement director shall be designated by A4 (such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in considered a "Shareholder Director" for purposes of this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Designees; provided, however, that in no event shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall designate any person to be a Next Alt Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Next Alt Designee by Next Alt or any of its Subsidiaries or Affiliates or service by any such Next Alt Designee on the board of directors (or equivalent body) of Next Alt or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt DesigneeAgreement. (bi) The Company rights of Shareholder to designate any Shareholder Director, the right of any Shareholder Director to sit on the Board, and the obligations of the Board and Buyer pursuant to this Section 2 with respect to the Shareholder Directors shall cause each 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, terminate in the event that any Next Alt Director Shareholder both (including A) ceases to Own 9% of the A4-Next Alt Directoroutstanding shares of Buyer common stock and (B) shall cease ceases to serve as a director for any reason (whether as a result Own 9,000,000 shares of resignation (other than a resignation in accordance with Section 2.2(d)), removal or incapacity), then (i) in the case of a Next Alt Director (other than the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee to fill such vacancy and Buyer common stock. (ii) in All rights of Shareholder, including without limitation, the case right of Shareholder to sit on the Board, and the obligations 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 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 and Buyer 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 2, shall terminate in the applicable rules event Shareholder ceases to Own 5,000,000 shares 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 CompanyBuyer common stock.

Director Nomination Rights. (a) Until Except as provided in this Agreement, for so long as the Contributor or any entity controlled by the Contributor owns of record an aggregate number of shares of Common Stock and OP Units representing ten percent (10%) or more of the then outstanding Common Stock on a Stepdown Date andfully-diluted basis (assuming all securities convertible or exchangeable into shares of Common Stock, in including all OP Units not held directly or indirectly by the event Company, are converted or exchanged into or redeemed for shares of a Stepdown DateCommon Stock), from and after any Step-up Date until any subsequent Stepdown Date or the Expiration DateContributor shall have the right, in connection with any 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, Next Alt ). The Contributor shall have provide such certifications regarding the right to designate beneficial ownership of shares of Common Stock and OP Units by the number of directors specified in Section 2.1(a)(i) and Section 2.1(a)(iii) for nomination Contributor as may reasonably be requested by the Company Board for election in order to confirm the Company Board (the “Next Alt Designees”). From a Stepdown Date until the earlier of a Step-up Date or the Expiration Date, Next Alt shall have the right Contributor’s rights pursuant to designate a number of Next Alt Designees equal to the total number of directors comprising the entire Company Board multiplied by the percentage of the voting power of the outstanding Company Common Stock beneficially owned, 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 designate at least one Next Alt Designee, at least one Next Alt Designee shall be designated by A4 (such Next Alt Designee the “A4-Next Alt Designee”); provided, however, notwithstanding anything to the contrary in this sentence, from a Stepdown Date until any Step-up Date, Next Alt shall not have the right to designate a number of Next Alt Designees equal to or exceeding 50% of directors comprising the entire Company Board. Until the Expiration Date, Next Alt and A4, as applicable, shall have full authority and ability to nominate, elect and remove the Next Alt Designees; provided, however, that in no event shall Next Alt cause the A4-Next Alt Designee to be removed without the prior written consent of A4. Neither Next Alt nor A4, as applicable, shall designate any person to be a Next Alt Designee who it believes does not meet the requirements for director nominees as set forth in the applicable policies of the Company relating to director qualification from time to time. For the avoidance of doubt, current or former employment of any Next Alt Designee by Next Alt or any of its Subsidiaries or Affiliates or service by any such Next Alt Designee on the board of directors (or equivalent body) of Next Alt or any of its Subsidiaries or Affiliates shall not automatically disqualify such individual from serving on the Company Board as a Next Alt DesigneeAgreement. (b) The Company shall cause For each 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)), removal or incapacity), then (i) in the case of a Next Alt Director (other than the A4-Next Alt Director), Next Alt will designate a substitute Next Alt Designee to 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 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, the Contributor shall submit in writing to the Company the name of an individual the Contributor is 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 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 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 Contributor of the date of such meeting is first made. In the event the Contributor has not provided the Designation Notice within the time period set forth above for a meeting, the Contributor will be deemed to have designated the Contributor Designee currently serving on the Board for reelection at such meeting. (c) At each annual meeting of the stockholders of the Company (or special meeting in lieu of an annual meeting at which Directors are to be elected), the Board shall nominate the Contributor Designee for election at such meeting, solicit proxies (or cause the Company to solicit proxies) in favor of the election of the Contributor Designee in a manner consistent with its solicitation of proxies for 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 Board more individuals than the number of Director seats available or recommending that stockholders vote in favor of any nominee opposing the Contributor Designee. (d) If the Board becomes classified, the Contributor Designee shall be placed in the class with the earliest expiring term. With respect to each subsequent annual meeting of the stockholders of the Company (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 Contributor may designate an individual for nomination to the Board only if the term of such Contributor Designee placed with in the class with the earliest expiring term is expiring in such year.