Common use of Director Nomination Rights Clause in Contracts

Director Nomination Rights. (a) Commencing with the annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, if the Oak Hill Group receives shares of Company Common Stock in the Merger pursuant to the Merger Agreement equal to at least 20% of the number of outstanding shares of Company Common Stock as of the Effective Time (after giving effect to the issuance of Company Common Stock in the Merger pursuant to the Merger Agreement) (the “Closing Shares”), then: (i) for so long as the Oak Hill Group collectively owns shares of Company Common Stock equal to at least 20% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall have the right to designate two persons as its nominees for election to the Board as non-executive directors (each, an “Oak Hill Designee”) (unless two Oak Hill Directors are already serving as non-executive directors of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); (ii) for so long as the Oak Hill Group collectively owns shares of Company Common Stock equal to at least 10% (but less than 20%) of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall have the right to designate one Oak Hill Designee for election to the Board as non-executive director (unless an Oak Hill Director is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company) and Oak Hill shall thereafter no longer have the right to designate, collectively, two Oak Hill Designees pursuant to this Agreement; and (iii) upon the Oak Hill Group ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall thereafter not have the right to designate any Oak Hill Designee pursuant to this Agreement. Any Oak Hill Designee that is serving on the Board is referred to herein an “Oak Hill Director.” (b) Commencing with the annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, if any Joinder Shareholder Group receives shares of Company Common Stock in the Merger pursuant to the Merger Agreement equal to at least 20% of the number of Closing Shares, then: (i) for so long as such Joinder Shareholder Group collectively owns shares of Company Common Stock equal to at least 20% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the members of such Joinder Shareholder Group holding the majority of the Company Common Stock owned by such Joinder Shareholder Group shall collectively have the right to designate two persons as the nominees for such Joinder Shareholder Group for election to the Board as non-executive directors (each, a “Joinder Shareholder Designee”) (unless two Joinder Shareholder Directors for such Joinder Shareholder Group are already serving as non-executive directors of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); (ii) for so long as such Joinder Shareholder Group collectively owns shares of Company Common Stock equal to at least 10% (but less than 20%) of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the members of such Joinder Shareholder Group holding the majority of Company Common Stock owned by such Joinder Shareholder Group shall collectively have the right to designate one Joinder Shareholder Designee for such Joinder Shareholder Group for election to the Board as non-executive director (unless a Joinder Shareholder Director for such Joinder Shareholder Group is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company) and such members of the Joinder Shareholder Group shall thereafter no longer have the right to designate, collectively, two Joinder Shareholder Designees pursuant to this Agreement; (iii) upon such Joinder Shareholder Group ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), such Joinder Shareholder Group shall thereafter not have the right to designate any Joinder Shareholder Designee pursuant to this Agreement. Any Joinder Shareholder Designee that is serving on the Board is referred to herein as a “Joinder Shareholder Director”; and (iv) notwithstanding anything herein to the contrary (A) a number of Company Designated Directors equal to the number of Joinder Shareholder Designees being designated as nominees for election to the Board at such general meeting of shareholders shall not be designated as nominees for election to the Board at such general meeting of shareholders by the Nominating and Governance Committee pursuant to Section 3.2(g) and (B) if the number of Non-Shareholder Designees being designated as nominees for election to the Board at such general meeting of shareholders by the Nominating and Corporate Governance Committee is insufficient for the Nominating and Governance Committee to comply with the proviso contained in Section 3.2(g), then at least one designee of any Shareholder that is entitled in connection with such general meeting of shareholders to designate two nominees for election to the Board shall be a person that qualifies as a Company Independent Director, other than pursuant to clause (i) of such definition. (c) Commencing with the annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting: (i) for so long as the Xxxxxx Family Members collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Xxxxxx Parties holding the majority of Common Stock owned by the Xxxxxx Parties shall have the right to designate one person as their nominee for election to the Board as non-executive director (the “Xxxxxx Designee” and, together with any Oak Hill Designee or any Joinder Shareholder Designee, a “Shareholder Designee”) (unless a Xxxxxx Director is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); and (ii) upon the Xxxxxx Family Members ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Xxxxxx Parties shall thereafter not have the right to designate a Xxxxxx Designee pursuant to this Agreement. Any Xxxxxx Designee that is serving on the Board is referred to herein as a “Xxxxxx Director.” (d) For the avoidance of doubt, except as set forth in this Section 3.2, directors will serve until the earlier of such director’s death, resignation or removal or the close of the next annual general meeting of shareholders of the Company held after their most recent election or re-election, and this Section 3.2(d) does not bestow nomination rights on the relevant Xxxxxx Parties, Oak Hill or any applicable Joinder Shareholder to the extent that a Xxxxxx Director, one or two Oak Hill Directors and/or one or two Joinder Shareholder Directors, respectively, is/are already serving as member(s) of the Board at the time of the relevant meeting of shareholders of the Company being convened and shall continue to serve as such following such meeting. (e) Subject to Section 3.2(b)(iv), a Shareholder Designee is not required to qualify as a Company Independent Director but must satisfy any other applicable requirements for service on the Board set forth in the Articles of Association of the Company, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report of the Company (if applicable), and the rules and regulations of the NYSE or applicable Law. (f) Each Shareholder Designee shall have a fiduciary duty to act in the interest of the Company and its business, to promote the sustainable success of the Company and to take into account the interests of all stakeholders of the Company in accordance with the standards required by applicable Law. (g) In connection with any general or extraordinary meeting of shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, the Nominating and Governance Committee of the Company shall have the right to designate persons as nominees for election as non-executive director of the Company for each vacancy on the Board for which a Designator is not entitled to designate a Shareholder Designee (such designee a “Non-Shareholder Designee” and each such designee serving on the Board and each of the Company Independent Directors initially elected to serve on the Board by the Company in accordance with Section 3.1, a “Non-Shareholder Director”); provided, however, that the Nominating and Governance Committee of the Company shall nominate a sufficient number of individuals who qualify as Company Independent Directors so that the Board (taking into account the Xxxxxx Director, the Oak Hill Directors, any Joinder Shareholder Directors and the individuals nominated by the Nominating and Governance Committee of the Company) will consist of a majority of Company Independent Directors and otherwise satisfy the requirements of the NYSE, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report of the Company (if applicable), and applicable Law. (h) The Company shall cause a binding nomination to be made for the election of each Shareholder Designee and Non-Shareholder Designee designated in accordance with Section 3.2(a) through Section 3.2(c) and Section 3.2(g) to the relevant general meeting of shareholders of the Company and shall cause each such person to be included in the Company’s proxy materials and form of proxy disseminated to shareholders in connection with the election of directors (including any extraordinary meeting of shareholders held for the election of directors). The Company shall use its reasonable best efforts to cause the election of each such Shareholder Designee and Non-Shareholder Designee, including soliciting proxies in favor of the election of such persons. The Company shall not be required to take the actions stipulated in the foregoing provisions of this Section 3.2(h) with respect to a Shareholder Designee if the Company reasonably believes that such Shareholder Designee does not satisfy the requirements for service on the Board set forth in the Articles of Association of the Company, the rules and regulations of the NYSE, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report of the Company (if applicable), or applicable Law. (i) In the event that a Shareholder Director shall cease to serve as a non-executive director of the Company for any reason, the vacancy resulting therefrom shall be filled by the Board with a substitute individual, designated by the Designator that designated such Shareholder Director so long as such Designator would, at the time of such designation, have the right to designate a Shareholder Designee pursuant to this Section 3.2. Otherwise, such substitute individual shall be designated by the Board at the recommendation of the Nominating and Governance Committee of the Company. (j) In the event that a Non-Shareholder Director shall cease to serve as a non-executive director for any reason, the vacancy resulting therefrom shall be filled by the Board with a substitute individual designated by the Board at the recommendation of the Nominating and Governance Committee of the Company. (k) A substitute individual designated pursuant to Section 3.2(i) or Section 3.2(j) shall, subject to applicable Law, have all rights, tasks, duties and responsibility of a non-executive director of the Company until that person (or an alternate Shareholder Designee or Non-Shareholder Designee, as applicable) is elected as a Shareholder Director or Non-Shareholder Director in accordance with this Section 3.2. (l) For the avoidance of doubt, each Designator shall have the right, in its sole discretion, to waive any and all of the rights granted to it under this Section 3.2, by delivery of written notice to the Company. (m) Each Designator shall (i) upon making its designation pursuant to this Section 3.2, in the case of the Xxxxxx Designee, provide evidence of the Company Common Stock held by the Xxxxxx Family Members, in the case of the Oak Hill Designee, provide evidence of the Company Common Stock held by the Oak Hill Group and in the case of the Joinder Shareholder Designee, provide evidence of the Company Common Stock held by the applicable Joinder Shareholder Group and (ii) if the Company so requests, make such designation by such date requested by the Company, which request shall be made at least 30 days in advance of such requested date.

Director Nomination Rights. (a) Commencing with the annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, if the Oak Hill Group receives shares of Company Common Stock in the Merger pursuant to the Merger Agreement equal to at least 20% of the number of outstanding shares of Company Common Stock as of the Effective Time (after giving effect to the issuance of Company Common Stock in the Merger pursuant to the Merger Agreement) (the “Closing Shares”), then: (i) for so long as the Oak Hill Group collectively owns shares of Company Common Stock equal to at least 20% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall have the right to designate two persons as its nominees for election to the Board as non-executive directors (each, an “Oak Hill Designee”) (unless two Oak Hill Directors are already serving as non-executive directors of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); (ii) for so long as the Oak Hill Group collectively owns shares of Company Common Stock equal to at least 10% (but less than 20%) of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall have the right to designate one Oak Hill Designee for election to the Board as non-executive director (unless an Oak Hill Director is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company) and Oak Hill shall thereafter no longer have the right to designate, collectively, two Oak Hill Designees pursuant to this Agreement; and (iii) upon the Oak Hill Group ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall thereafter not have the right to designate any Oak Hill Designee pursuant to this Agreement. Any Oak Hill Designee that is serving on the Board is referred to herein an “Oak Hill Director.” (b) Commencing with the annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, if any Joinder Shareholder Group receives shares of Company Common Stock in the Merger pursuant to the Merger Agreement equal to at least 20% of the number of Closing Shares, then: (i) for so long as such Joinder Shareholder Group collectively owns shares of Company Common Stock equal to at least 20% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the members of such Joinder Shareholder Group holding the majority of the Company Common Stock owned by such Joinder Shareholder Group shall collectively have the right to designate two persons as the nominees for such Joinder Shareholder Group for election to the Board as non-executive directors (each, a “Joinder Shareholder Designee”) (unless two Joinder Shareholder Directors for such Joinder Shareholder Group are already serving as non-executive directors of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); (ii) for so long as such Joinder Shareholder Group collectively owns shares of Company Common Stock equal to at least 10% (but less than 20%) of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the members of such Joinder Shareholder Group holding the majority of Company Common Stock owned by such Joinder Shareholder Group shall collectively have the right to designate one Joinder Shareholder Designee for such Joinder Shareholder Group for election to the Board as non-executive director (unless a Joinder Shareholder Director for such Joinder Shareholder Group is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company) and such members of the Joinder Shareholder Group shall thereafter no longer have the right to designate, collectively, two Joinder Shareholder Designees pursuant to this Agreement; (iii) upon such Joinder Shareholder Group ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), such Joinder Shareholder Group shall thereafter not have the right to designate any Joinder Shareholder Designee pursuant to this Agreement. Any Joinder Shareholder Designee that is serving on the Board is referred to herein as a “Joinder Shareholder Director”; and (iv) notwithstanding anything herein to the contrary (A) a number of Company Designated Directors equal to the number of Joinder Shareholder Designees being designated as nominees for election to the Board at such general meeting of shareholders shall not be designated as nominees for election to the Board at such general meeting of shareholders by the Nominating and Governance Committee pursuant to Section 3.2(g) and (B) if the number of Non-Shareholder Designees being designated as nominees for election to the Board at such general meeting of shareholders by the Nominating and Corporate Governance Committee is insufficient for the Nominating and Governance Committee to comply with the proviso contained in Section 3.2(g), then at least one designee of any Shareholder that is entitled in connection with such general meeting of shareholders to designate two nominees for election to the Board shall be a person that qualifies as a Company Independent Director, other than pursuant to clause (i) of such definition. (c) Commencing with the annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting: (i) for so long as the Xxxxxx Family Members collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Xxxxxx Parties holding the majority of Common Stock owned by the Xxxxxx Parties shall have the right to designate one person as their nominee for election to the Board as non-executive director (the “Xxxxxx Designee” and, together with any Oak Hill Designee or any Joinder Shareholder Designee, a “Shareholder Designee”) (unless a Xxxxxx Director is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); and (ii) upon the Xxxxxx Family Members ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Xxxxxx Parties shall thereafter not have the right to designate a Xxxxxx Designee pursuant to this Agreement. Any Xxxxxx Designee that is serving on the Board is referred to herein as a “Xxxxxx Director.” (d) For the avoidance of doubt, except as set forth in this Section 3.2, directors will serve until the earlier of such director’s death, resignation or removal or the close of the next annual general meeting of shareholders of the Company held after their most recent election or re-election, and this Section 3.2(d) does not bestow nomination rights on the relevant Xxxxxx Parties, Oak Hill or any applicable Joinder Shareholder to the extent that a Xxxxxx Director, one or two Oak Hill Directors and/or one or two Joinder Shareholder Directors, respectively, is/are already serving as member(s) of the Board at the time of the relevant meeting of shareholders of the Company being convened and shall continue to serve as such following such meeting. (e) Subject to Section 3.2(b)(iv), a Shareholder Designee is not required to qualify as a Company Independent Director but must satisfy any other applicable requirements for service on the Board set forth in the Articles of Association of the Company, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report of the Company (if applicable), and the rules and regulations of the NYSE or applicable Law. (f) Each Shareholder Designee shall have a fiduciary duty to act in the interest of the Company and its business, to promote the sustainable success of the Company and to take into account the interests of all stakeholders of the Company in accordance with the standards required by applicable Law. (g) In connection with any general or extraordinary meeting of shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, the Nominating and Governance Committee of the Company shall have the right to designate persons as nominees for election as non-executive director of the Company for each vacancy on the Board for which a Designator is not entitled to designate a Shareholder Designee (such designee a “Non-Shareholder Designee” and each such designee serving on the Board and each of the Company Independent Directors initially elected to serve on the Board by the Company in accordance with Section 3.1, a “Non-Shareholder Director”); provided, however, that the Nominating and Governance Committee of the Company shall nominate a sufficient number of individuals who qualify as Company Independent Directors so that the Board (taking into account the Xxxxxx Director, the Oak Hill Directors, any Joinder Shareholder Directors and the individuals nominated by the Nominating and Governance Committee of the Company) will consist of a majority of Company Independent Directors and otherwise satisfy the requirements of the NYSE, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report of the Company (if applicable), and applicable Law. (h) The Company shall cause a binding nomination to be made for the election of each Shareholder Designee and Non-Shareholder Designee designated in accordance with Section 3.2(a) through Section 3.2(c) and Section 3.2(g) to the relevant general meeting of shareholders of the Company and shall cause each such person to be included in the Company’s proxy materials and form of proxy disseminated to shareholders in connection with the election of directors (including any extraordinary meeting of shareholders held for the election of directors). The Company shall use its reasonable best efforts to cause the election of each such Shareholder Designee and Non-Shareholder Designee, including soliciting proxies in favor of the election of such persons. The Company shall not be required to take the actions stipulated in the foregoing provisions of this Section 3.2(h) with respect to a Shareholder Designee if the Company reasonably believes that such Shareholder Designee does not satisfy the requirements for service on the Board set forth in the Articles of Association of the Company, the rules and regulations of the NYSE, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report of the Company (if applicable), or applicable Law. (i) In the event that a Shareholder Director shall cease to serve as a non-executive director of the Company for any reason, the vacancy resulting therefrom shall be filled by the Board with a substitute individual, designated by the Designator that designated such Shareholder Director so long as such Designator would, at the time of such designation, have the right to designate a Shareholder Designee pursuant to this Section 3.2. Otherwise, such substitute individual shall be designated by the Board at the recommendation of the Nominating and Governance Committee of the Company. (j) In the event that a Non-Shareholder Director shall cease to serve as a non-executive director for any reason, the vacancy resulting therefrom shall be filled by the Board with a substitute individual designated by the Board at the recommendation of the Nominating and Governance Committee of the Company. (k) A substitute individual designated pursuant to Section 3.2(i) or Section 3.2(j) shall, subject to applicable Law, have all rights, tasks, duties and responsibility of a non-executive director of the Company until that person (or an alternate Shareholder Designee or Non-Shareholder Designee, as applicable) is elected as a Shareholder Director or Non-Shareholder Director in accordance with this Section 3.2. (l) For the avoidance of doubt, each Designator shall have the right, in its sole discretion, to waive any and all of the rights granted to it under this Section 3.2, by delivery of written notice to the Company. (m) ‎ Each Designator shall (i) upon making its designation pursuant to this Section 3.2, in the case of the Xxxxxx Designee, provide evidence of the Company Common Stock held by the Xxxxxx Family Members, in the case of the Oak Hill Designee, provide evidence of the Company Common Stock held by the Oak Hill Group and in the case of the Joinder Shareholder Designee, provide evidence of the Company Common Stock held by the applicable Joinder Shareholder Group and (ii) if the Company so requests, make such designation by such date requested by the Company, which request shall be made at least 30 days in advance of such requested date.

Director Nomination Rights. (a) Commencing with Except as provided in this Section 3.1(a) or as otherwise provided in this Agreement, NYMT shall have the right, but not the obligation, to designate a certain number of individuals for nomination to the Board at each annual general meeting of shareholders the stockholders of the Company held (or special meeting in 2022, in connection with any lieu of an annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, if the Oak Hill Group receives shares of Company Common Stock in the Merger pursuant all Directors are to be elected). Notwithstanding anything to the Merger contrary in this Agreement equal to at least 20% of and without any further action by the number of outstanding shares of Company Common Stock as of Company, NYMT shall have the Effective Time (after giving effect to the issuance of Company Common Stock in the Merger pursuant to the Merger Agreement) (the “Closing Shares”), thenfollowing rights: (i) so long as NYMT and its Affiliates Beneficially Own at least 10.0% of the outstanding Common Stock (assuming all outstanding Common Units and LTIP Units are exchanged for shares of Common Stock in accordance with the terms of the Partnership Agreement), NYMT will have the right to designate one Director nominee to the Board; (ii) if NYMT and its Affiliates Beneficially Own at least 20.0% of the outstanding Common Stock (assuming all outstanding Common Units and LTIP Units are exchanged for shares of Common Stock in accordance with the terms of the Partnership Agreement) as of the one-year anniversary of the completion of the IPO, NYMT will have the right to designate the Independent Director that will fill the Additional Director Seat; (iii) from and after the date on which the Independent Director that fills the Additional Director Seat takes office: (A) for so long as the Oak Hill Group collectively owns shares of Company Common Stock equal to NYMT and its Affiliates Beneficially Own at least 2020.0% of the outstanding Common Stock (assuming all outstanding Common Units and LTIP Units are exchanged for shares of Common Stock in accordance with the terms of the Partnership Agreement), NYMT will have the right to designate two (2) Director nominees to the Board (including the Independent Director nominee that fills the Additional Director Seat (if any)); (B) for so long as that NYMT and its Affiliates Beneficially Own less than 20% but at least 10% of the Company’s outstanding shares of Common Stock (assuming all outstanding Common Units and LTIP Units are exchanged for shares of Common Stock in accordance with the terms of the Partnership Agreement), the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill individuals that NYMT shall have the right to designate two persons as its nominees for election to the Board as non-executive directors (each, an “Oak Hill Designee”) (unless two Oak Hill Directors are already serving as non-executive directors of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); (ii) for so long as the Oak Hill Group collectively owns shares of Company Common Stock equal to at least 10% (but less than 20%) of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall have the right to designate one Oak Hill Designee for election to the Board as non-executive director (unless an Oak Hill Director is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company) and Oak Hill shall thereafter no longer have the right to designate, collectively, two Oak Hill Designees pursuant to this Agreement; and (iii) upon the Oak Hill Group ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall thereafter not have the right to designate any Oak Hill Designee pursuant to this Agreement. Any Oak Hill Designee that is serving on the Board is referred to herein an “Oak Hill Director.” (b) Commencing with the annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, if any Joinder Shareholder Group receives shares of Company Common Stock in the Merger pursuant to the Merger Agreement equal to at least 20% of the number of Closing Shares, then: (i) for so long as such Joinder Shareholder Group collectively owns shares of Company Common Stock equal to at least 20% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the members of such Joinder Shareholder Group holding the majority of the Company Common Stock owned by such Joinder Shareholder Group shall collectively have the right to designate two persons as the nominees for such Joinder Shareholder Group for election to the Board as non-executive directors (each, a “Joinder Shareholder Designee”) (unless two Joinder Shareholder Directors for such Joinder Shareholder Group are already serving as non-executive directors of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); (ii) for so long as such Joinder Shareholder Group collectively owns shares of Company Common Stock equal to at least 10% (but less than 20%) of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the members of such Joinder Shareholder Group holding the majority of Company Common Stock owned by such Joinder Shareholder Group shall collectively have the right to designate one Joinder Shareholder Designee for such Joinder Shareholder Group for election to the Board as non-executive director (unless a Joinder Shareholder Director for such Joinder Shareholder Group is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company) and such members of the Joinder Shareholder Group shall thereafter no longer have the right to designate, collectively, two Joinder Shareholder Designees pursuant to this Agreement; (iii) upon such Joinder Shareholder Group ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), such Joinder Shareholder Group shall thereafter not have the right to designate any Joinder Shareholder Designee pursuant to this Agreement. Any Joinder Shareholder Designee that is serving on the Board is referred to herein as a “Joinder Shareholder Director”; and (iv) notwithstanding anything herein to the contrary (A) a number of Company Designated Directors equal to the number of Joinder Shareholder Designees being designated as nominees for election to the Board at such general meeting of shareholders shall not be designated as nominees for election to the Board at such general meeting of shareholders by the Nominating and Governance Committee pursuant to Section 3.2(g) and (B) if the number of Non-Shareholder Designees being designated as nominees for election to the Board at such general meeting of shareholders by the Nominating and Corporate Governance Committee is insufficient for the Nominating and Governance Committee to comply with the proviso contained in Section 3.2(g), then at least one designee of any Shareholder that is entitled in connection with such general meeting of shareholders to designate two nominees for election nomination to the Board shall be a person reduced to one (1); and (b) Notwithstanding anything to the contrary set forth in, from and after the time that qualifies as a Company Independent DirectorNYMT and its Affiliates Beneficially Own less than 10.0% of the outstanding Common Stock (assuming all outstanding Common Units and LTIP Units are exchanged for shares of Common Stock in accordance with the terms of the Partnership Agreement), other than pursuant NYMT’s right to clause (i) designate individuals for nomination to the Board shall terminate and be of such definitionno further force and effect. (c) Commencing with Subject to the provisions of Section 3.1(a) and Section 3.1(b), at each annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting: (i) for so long as the Xxxxxx Family Members collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Xxxxxx Parties holding the majority of Common Stock owned by the Xxxxxx Parties shall have the right to designate one person as their nominee for election to the Board as non-executive director (the “Xxxxxx Designee” and, together with any Oak Hill Designee or any Joinder Shareholder Designee, a “Shareholder Designee”) (unless a Xxxxxx Director is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); and (ii) upon the Xxxxxx Family Members ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Xxxxxx Parties shall thereafter not have the right to designate a Xxxxxx Designee pursuant to this Agreement. Any Xxxxxx Designee that is serving on the Board is referred to herein as a “Xxxxxx Director.” (d) For the avoidance of doubt, except as set forth in this Section 3.2, directors will serve until the earlier of such director’s death, resignation or removal or the close of the next annual general meeting of shareholders of the Company held after their most recent election or re-election, and this Section 3.2(d) does not bestow nomination rights on the relevant Xxxxxx Parties, Oak Hill or any applicable Joinder Shareholder to the extent that a Xxxxxx Director, one or two Oak Hill Directors and/or one or two Joinder Shareholder Directors, respectively, is/are already serving as member(s) of the Board at the time of the relevant meeting of shareholders of the Company being convened and shall continue to serve as such following such meeting. (e) Subject to Section 3.2(b)(iv), a Shareholder Designee is not required to qualify as a Company Independent Director but must satisfy any other applicable requirements for service on the Board set forth in the Articles of Association of the Company, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report stockholders of the Company (if applicableor special meeting in lieu of an annual meeting at which Directors are to be elected), and the rules and regulations of the NYSE or applicable Law. (f) Each Shareholder Designee Board shall have a fiduciary duty to act in the interest of the Company and its business, to promote the sustainable success of the Company and to take into account the interests of all stakeholders of the Company in accordance with the standards required by applicable Law. (g) In connection with any general or extraordinary meeting of shareholders of the Company nominate NYMT Designees for election at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, the Nominating and Governance Committee of solicit proxies (or cause the Company shall have the right to designate persons as nominees for election as non-executive director of the Company for each vacancy on the Board for which a Designator is not entitled to designate a Shareholder Designee (such designee a “Non-Shareholder Designee” and each such designee serving on the Board and each of the Company Independent Directors initially elected to serve on the Board by the Company in accordance with Section 3.1, a “Non-Shareholder Director”); provided, however, that the Nominating and Governance Committee of the Company shall nominate a sufficient number of individuals who qualify as Company Independent Directors so that the Board (taking into account the Xxxxxx Director, the Oak Hill Directors, any Joinder Shareholder Directors and the individuals nominated by the Nominating and Governance Committee of the Companysolicit proxies) will consist of a majority of Company Independent Directors and otherwise satisfy the requirements of the NYSE, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report of the Company (if applicable), and applicable Law. (h) The Company shall cause a binding nomination to be made for the election of each Shareholder Designee and Non-Shareholder Designee designated in accordance with Section 3.2(a) through Section 3.2(c) and Section 3.2(g) to the relevant general meeting of shareholders of the Company and shall cause each such person to be included in the Company’s proxy materials and form of proxy disseminated to shareholders in connection with the election of directors (including any extraordinary meeting of shareholders held for the election of directors). The Company shall use its reasonable best efforts to cause the election of each such Shareholder Designee and Non-Shareholder Designee, including soliciting proxies in favor of the election of such persons. The Company shall not be required to take the actions stipulated NYMT Designees in a manner consistent with its solicitation of proxies for the foregoing provisions election of this Section 3.2(h) with respect to a Shareholder Designee if the Company reasonably believes that such Shareholder Designee does not satisfy the requirements for service on all other Director candidates nominated by the Board set forth in and recommend that the Articles of Association of the Company, the rules and regulations of the NYSE, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report stockholders of the Company (if applicable), or applicable Law. (i) In elect to the event that a Shareholder Director shall cease to serve as a non-executive director Board each of the Company for any reason, the vacancy resulting therefrom shall be filled by NYMT Designees. Neither the Board with a substitute individualnor the Company shall take any action to oppose the election of any NYMT Designee, designated by the Designator that designated such Shareholder Director so long as such Designator wouldincluding, at the time of such designationwithout limitation, have the right nominating for election to designate a Shareholder Designee pursuant to this Section 3.2. Otherwise, such substitute individual shall be designated by the Board at more individuals than the recommendation number of the Nominating and Governance Committee Director seats available or recommending that stockholders vote in favor of the Companyany nominee opposing a NYMT Designee. (j) In the event that a Non-Shareholder Director shall cease to serve as a non-executive director for any reason, the vacancy resulting therefrom shall be filled by the Board with a substitute individual designated by the Board at the recommendation of the Nominating and Governance Committee of the Company. (k) A substitute individual designated pursuant to Section 3.2(i) or Section 3.2(j) shall, subject to applicable Law, have all rights, tasks, duties and responsibility of a non-executive director of the Company until that person (or an alternate Shareholder Designee or Non-Shareholder Designee, as applicable) is elected as a Shareholder Director or Non-Shareholder Director in accordance with this Section 3.2. (l) For the avoidance of doubt, each Designator shall have the right, in its sole discretion, to waive any and all of the rights granted to it under this Section 3.2, by delivery of written notice to the Company. (m) Each Designator shall (i) upon making its designation pursuant to this Section 3.2, in the case of the Xxxxxx Designee, provide evidence of the Company Common Stock held by the Xxxxxx Family Members, in the case of the Oak Hill Designee, provide evidence of the Company Common Stock held by the Oak Hill Group and in the case of the Joinder Shareholder Designee, provide evidence of the Company Common Stock held by the applicable Joinder Shareholder Group and (ii) if the Company so requests, make such designation by such date requested by the Company, which request shall be made at least 30 days in advance of such requested date.

Director Nomination Rights. (a) Commencing with Except as reduced pursuant to this Section 2.1(a) or as otherwise provided in this Agreement, the Initial Oxxx Stockholders shall collectively have the right, but not the obligation, to designate up to three individuals for nomination to the Board at each annual general meeting of shareholders the stockholders of the Company held (or special meeting in 2022, in connection with any lieu of an annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, if the Oak Hill Group receives shares of Company Common Stock in the Merger pursuant all Directors are to be elected). Notwithstanding anything to the Merger contrary in this Agreement equal to at least 20% of and without any further action by the Company, the number of outstanding shares of Company Common Stock as of individuals the Effective Time (after giving effect to the issuance of Company Common Stock in the Merger pursuant to the Merger Agreement) (the “Closing Shares”), then: (i) for so long as the Oak Hill Group collectively owns shares of Company Common Stock equal to at least 20% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill Initial Oxxx Stockholders shall have the right to designate two persons as its nominees for election nomination to the Board shall be reduced as non-executive directors (each, an “Oak Hill Designee”) (unless two Oak Hill Directors are already serving as non-executive directors of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company); (ii) for so long as the Oak Hill Group collectively owns shares of Company Common Stock equal to at least 10% (but less than 20%) of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall have the right to designate one Oak Hill Designee for election to the Board as non-executive director (unless an Oak Hill Director is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company) and Oak Hill shall thereafter no longer have the right to designate, collectively, two Oak Hill Designees pursuant to this Agreement; and (iii) upon the Oak Hill Group ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), Oak Hill shall thereafter not have the right to designate any Oak Hill Designee pursuant to this Agreement. Any Oak Hill Designee that is serving on the Board is referred to herein an “Oak Hill Director.” (b) Commencing with the annual general meeting of shareholders of the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, if any Joinder Shareholder Group receives shares of Company Common Stock in the Merger pursuant to the Merger Agreement equal to at least 20% of the number of Closing Shares, thenfollows: (i) for so long as such Joinder Shareholder Group collectively owns from and after the time that the aggregate number of shares of Company Common Stock equal to at least 20% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the members of such Joinder Shareholder Group holding the majority of the Company Common Stock owned by such Joinder Shareholder Group the Oxxx Stockholders has been 3.25% less of the Company’s total number of outstanding shares of Common Stock than the Initial Oxxx Family Ownership Percentage for a period of 12 consecutive months, the number of individuals that the Initial Oxxx Stockholders shall collectively have the right to designate two persons as the nominees for such Joinder Shareholder Group for election nomination to the Board as non-executive directors (each, a “Joinder Shareholder Designee”) (unless two Joinder Shareholder Directors for such Joinder Shareholder Group are already serving as non-executive directors of the Company and shall continue be reduced to serve as such following the relevant general meeting of shareholders of the Company)two; (ii) for so long as such Joinder Shareholder Group collectively owns from and after the time that the aggregate number of shares of Company Common Stock equal to at least 10% (but less than 20%) of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the members of such Joinder Shareholder Group holding the majority of Company Common Stock owned by such Joinder Shareholder Group the Oxxx Stockholders has been 6.5% less of the Company’s total number of outstanding shares of Common Stock than the Initial Oxxx Family Ownership Percentage for a period of 12 consecutive months, the number of individuals that the Initial Oxxx Stockholders shall collectively have the right to designate one Joinder Shareholder Designee for such Joinder Shareholder Group for election to the Board as non-executive director (unless a Joinder Shareholder Director for such Joinder Shareholder Group is already serving as a non-executive director of the Company and shall continue to serve as such following the relevant general meeting of shareholders of the Company) and such members of the Joinder Shareholder Group shall thereafter no longer have the right to designate, collectively, two Joinder Shareholder Designees pursuant to this Agreement; (iii) upon such Joinder Shareholder Group ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), such Joinder Shareholder Group shall thereafter not have the right to designate any Joinder Shareholder Designee pursuant to this Agreement. Any Joinder Shareholder Designee that is serving on the Board is referred to herein as a “Joinder Shareholder Director”; and (iv) notwithstanding anything herein to the contrary (A) a number of Company Designated Directors equal to the number of Joinder Shareholder Designees being designated as nominees for election to the Board at such general meeting of shareholders shall not be designated as nominees for election to the Board at such general meeting of shareholders by the Nominating and Governance Committee pursuant to Section 3.2(g) and (B) if the number of Non-Shareholder Designees being designated as nominees for election to the Board at such general meeting of shareholders by the Nominating and Corporate Governance Committee is insufficient for the Nominating and Governance Committee to comply with the proviso contained in Section 3.2(g), then at least one designee of any Shareholder that is entitled in connection with such general meeting of shareholders to designate two nominees for election nomination to the Board shall be a person that qualifies as a Company Independent Director, other than pursuant reduced to clause (i) of such definition.one; and (ciii) Commencing with from and after the annual general meeting of shareholders of time that the Company held in 2022, in connection with any annual or extraordinary general meeting of the shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting: (i) for so long as the Xxxxxx Family Members collectively own shares of Company Common Stock equal to at least 10% of the aggregate number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Xxxxxx Parties holding the majority shares of Common Stock owned by the Xxxxxx Parties Oxxx Stockholders has been 9.75% less of the Company’s total number of outstanding shares of Common Stock than the Initial Oxxx Family Ownership Percentage for a period of 12 consecutive months, the Initial Oxxx Stockholders’ right to designate individuals for nomination to the Board shall terminate and be of no further force and effect. The Oxxx Stockholder Representative shall notify the Company as promptly as practicable after becoming aware of a reduction in the number of individuals that the Initial Oxxx Stockholders have the right to designate one person as their nominee for election nomination to the Board pursuant to this Section 2.1(a). The Oxxx Stockholder Representative shall provide such certifications regarding the ownership of shares of Common Stock by the Oxxx Stockholders as non-executive director (the “Xxxxxx Designee” and, together with any Oak Hill Designee or any Joinder Shareholder Designee, a “Shareholder Designee”) (unless a Xxxxxx Director is already serving as a non-executive director of may reasonably be requested by the Company and shall continue in order to serve as such following confirm the relevant general meeting of shareholders of the Company); and (ii) upon the Xxxxxx Family Members ceasing to collectively own shares of Company Common Stock equal to at least 10% of the number of Closing Shares (as adjusted for stock splits, reverse stock splits, stock dividends, parties’ rights issuances, subdivisions, reorganizations, recapitalizations and the like), the Xxxxxx Parties shall thereafter not have the right to designate a Xxxxxx Designee pursuant to this Agreement. Any Xxxxxx Designee that is serving on the Board is referred to herein as a “Xxxxxx Director.” (d) For the avoidance of doubt, except as set forth in this Section 3.2, directors will serve until the earlier of such director’s death, resignation or removal or the close of the next annual general meeting of shareholders of the Company held after their most recent election or re-election, and this Section 3.2(d) does not bestow nomination rights on the relevant Xxxxxx Parties, Oak Hill or any applicable Joinder Shareholder to the extent that a Xxxxxx Director, one or two Oak Hill Directors and/or one or two Joinder Shareholder Directors, respectively, is/are already serving as member(s) of the Board at the time of the relevant meeting of shareholders of the Company being convened and shall continue to serve as such following such meeting. (eb) Subject to Section 3.2(b)(iv), a Shareholder Designee is not required to qualify as a Company Independent Director but must satisfy any other applicable requirements for service on For each annual meeting of the Board set forth in the Articles of Association stockholders of the Company, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report Oxxx Stockholder Representative (on behalf of the Initial Oxxx Stockholders) shall submit in writing to the Company the names of the individuals the Initial Oxxx Stockholders are designating for nomination to the Board (if applicablethe “Designation Notice”), and if any, at least 120 days prior to the rules and regulations first anniversary of the NYSE or applicable Law. (f) Each Shareholder Designee shall have a fiduciary duty to act in date on which the interest of proxy statement for the Company and its business, to promote the sustainable success of the Company and to take into account the interests of all stakeholders of the Company in accordance preceding year’s annual meeting was filed with the standards required by applicable Law. (g) In connection with any general or extraordinary meeting of shareholders of the Company at which the election of one or more non-executive directors is a voting item on the agenda for such meeting, the Nominating United States Securities and Governance Committee of the Company shall have the right to designate persons as nominees for election as non-executive director of the Company for each vacancy on the Board for which a Designator is not entitled to designate a Shareholder Designee (such designee a “Non-Shareholder Designee” and each such designee serving on the Board and each of the Company Independent Directors initially elected to serve on the Board by the Company in accordance with Section 3.1, a “Non-Shareholder Director”)Exchange Commission; provided, however, that with respect to the Nominating and Governance Committee 2015 annual meeting, a special meeting in lieu of an annual meeting at which all Directors are to be elected, or in the event that the date of the Company shall nominate annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, the Designation Notice to be timely must be so submitted not later than the later of the 120th day prior to the date of such meeting or the tenth day following the day on which public announcement or notice to the Initial Oxxx Stockholders of the date of such meeting is first made. In the event the Oxxx Stockholder Representative has not provided the Designation Notice within the time period set forth above for a sufficient meeting, the Initial Oxxx Stockholders will be deemed to have designated the Oxxx Designees currently serving on the Board for reelection at such meeting. In the event that the Initial Oxxx Stockholders have designated in the Designation Notice for a meeting less than the total number of individuals who qualify as Company Independent Directors so that the Initial Oxxx Stockholders shall be entitled to designate pursuant to Section 2.1(a), the Board (taking into account shall have the Xxxxxx Director, right to nominate or appoint a number of individuals of its choosing to the Oak Hill Directors, any Joinder Shareholder Directors Board equal to the difference between the number of individuals the Initial Oxxx Stockholders shall be entitled to designate and the individuals nominated by number actually designated in the Nominating and Governance Committee Designation Notice. (c) At each annual meeting of the Company) will consist of a majority of Company Independent Directors and otherwise satisfy the requirements of the NYSE, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report stockholders of the Company (if applicableor special meeting in lieu of an annual meeting at which Directors are to be elected), and applicable Law. the Board shall nominate the Oxxx Designees for election at such meeting, solicit proxies (h) The Company shall or cause a binding nomination to be made for the election of each Shareholder Designee and Non-Shareholder Designee designated in accordance with Section 3.2(a) through Section 3.2(c) and Section 3.2(g) to the relevant general meeting of shareholders of the Company and shall cause each such person to be included in the Company’s proxy materials and form of proxy disseminated to shareholders in connection with the election of directors (including any extraordinary meeting of shareholders held for the election of directors). The Company shall use its reasonable best efforts to cause the election of each such Shareholder Designee and Non-Shareholder Designee, including soliciting proxies solicit proxies) in favor of the election of such persons. The Company shall not be required to take the actions stipulated Oxxx Designees in a manner consistent with its solicitation of proxies for the foregoing provisions election of this Section 3.2(h) with respect to a Shareholder Designee if the Company reasonably believes that such Shareholder Designee does not satisfy the requirements for service on all other Director candidates nominated by the Board set forth in and recommend that the Articles of Association of the Company, the rules and regulations of the NYSE, the Dutch Corporate Governance Code unless any deviation from such Code is explained in the Statutory Dutch Annual Report stockholders of the Company (if applicable)elect to the Board each of the Oxxx Designees. Neither the Board nor the Company shall take any action to oppose the election of the Oxxx Designees, including, without limitation, nominating for election to the Board more individuals than the number of Director seats available or applicable Lawrecommending that stockholders vote in favor of any nominee opposing an Oxxx Designee. (id) In If the event that a Shareholder Director shall cease to serve as a non-executive director of the Company for any reasonBoard becomes classified, the vacancy resulting therefrom shall be filled by the Board with a substitute individual, designated by the Designator that designated such Shareholder Director so long Oxxx Designees serving as such Designator would, Directors at the time of such designationclassification shall be placed among the classes in equal proportion as near as possible as determined by the Board in good faith. If there are fewer Oxxx Designees than classes, the Oxxx Designees shall be placed in classes with the earliest expiring terms. With respect to 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) occurring at a time when the Board is classified, the Initial Oxxx Stockholders may designate a number of individuals for nomination to the Board equal to the number of Oxxx Designees (or replacements of Oxxx Designees previously nominated by the Board due to the Initial Oxxx Stockholders designating less than the total number of individuals the Initial Oxxx Stockholders were entitled to designate) that have terms expiring in such year; provided that the collective number of such designees together with the number of Oxxx Designees otherwise serving on the Board does not exceed the number of individuals that the Initial Oxxx Stockholders have the right to designate a Shareholder Designee pursuant for nomination to this Section 3.2. Otherwise, such substitute individual shall be designated by the Board at the recommendation of the Nominating and Governance Committee of the Company. (j) In the event that a Non-Shareholder Director shall cease to serve as a non-executive director for any reason, the vacancy resulting therefrom shall be filled by the Board with a substitute individual designated by the Board at the recommendation of the Nominating and Governance Committee of the Company. (k) A substitute individual designated pursuant to Section 3.2(i) or Section 3.2(j) shall, subject to applicable Law, have all rights, tasks, duties and responsibility of a non-executive director of the Company until that person (or an alternate Shareholder Designee or Non-Shareholder Designee, as applicable) is elected as a Shareholder Director or Non-Shareholder Director in accordance with this Section 3.22.1(a). (l) For the avoidance of doubt, each Designator shall have the right, in its sole discretion, to waive any and all of the rights granted to it under this Section 3.2, by delivery of written notice to the Company. (m) Each Designator shall (i) upon making its designation pursuant to this Section 3.2, in the case of the Xxxxxx Designee, provide evidence of the Company Common Stock held by the Xxxxxx Family Members, in the case of the Oak Hill Designee, provide evidence of the Company Common Stock held by the Oak Hill Group and in the case of the Joinder Shareholder Designee, provide evidence of the Company Common Stock held by the applicable Joinder Shareholder Group and (ii) if the Company so requests, make such designation by such date requested by the Company, which request shall be made at least 30 days in advance of such requested date.