Common use of Directors and Officers of the Companies Clause in Contracts

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager of the Company in office immediately prior to the Effective Time shall cease to be a manager immediately following the Effective Time (including by causing each such manager to tender an irrevocable resignation as a manager, effective as of the Effective Time) and (ii) the Acquiror shall become the sole manager of the Company from and after the Effective Time. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be the officers of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (c) Acquiror shall take all necessary action prior to the Redomicile such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven individuals designated by the Company (the “Company Director Designees”), three of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c) shall be appointed to the Acquiror Board, effective as of the Effective Time, (iii) the one individual designated by Acquiror (the “Acquiror Director Designee”) shall be appointed to the Acquiror Board, effective as of the Effective Time, and (iv) as of the Effective Time, the Company Director Designees and the Acquiror Director Designee shall be the only directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Board. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person appointed as a director of Acquiror pursuant to this Section 2.06(c) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectively, shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (d) Acquiror shall take all necessary actions prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at the Effective Time and (ii) the Persons constituting the officers of the Company prior to the Effective Time shall, as of the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The At the Effective Time, the board of directors and executive officers of the Surviving Company shall take all necessary action prior to be the Effective Time such that (i) each manager board of directors and executive officers of the Company in office immediately prior to the Effective Time shall cease Time, each to be a manager immediately following hold office in accordance with the Effective Time (including by causing each such manager to tender an irrevocable resignation as a manager, effective as of the Effective Time) and (ii) the Acquiror shall become the sole manager of the Company from and after the Effective Time. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be the officers bylaws of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (cb) Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and NASDAQ listing requirements, Acquiror shall take all necessary action prior to the Redomicile Effective Time such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven six (6) individuals designated by the Company (the “Company Director Designees”), three two (2) of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c2.05(b) shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, (iii) the one (1) individual designated by Acquiror (the “Acquiror Director Designee”) ), shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, and (iv) as of immediately following the Effective Time, the Company Director Designees and the Acquiror Director Designee shall be the only directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Boarddirectorships. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.05(b) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectively, shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (dc) Acquiror shall take all necessary actions action prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at immediately following the Effective Time and (ii) the Persons persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager of the Company in office immediately prior to the Effective Time shall cease to be a manager immediately following the Effective Time (including by causing each such manager to tender an irrevocable resignation as a manager, effective as of the Effective Time) and (ii) the Acquiror shall become the sole manager of the Company from and after the Effective Time. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be appointed as the officers of the Surviving Company Corporation until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (cb) Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, Acquiror shall take all necessary action prior to the Redomicile Effective Time such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven individuals designated by the Company (the “Company Director Designees”), three of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c) shall be appointed to the Acquiror Board, effective as of the Effective Time, (iii) the one individual designated by Acquiror (the “Acquiror Director Designee”) shall be appointed to the Acquiror Board, effective as of the Effective Time, and (iv) as of immediately after the Effective Time, the Company Director Designees Acquiror Board shall consist of seven (7) members, and (iii) the initial members of the Acquiror Director Designee Board shall be the only individuals set forth on Exhibit I, each to serve in the applicable class of directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Boardidentified therein. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.05(b) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties set forth on Exhibit H shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectivelyparty entitled to nominate such individual’s replacement (as so designated on Exhibit H), shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (dc) Acquiror shall take all necessary actions action prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at immediately following the Effective Time and (ii) the Persons persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager of the Company in office immediately prior to the Effective Time shall cease to be a manager immediately following the Effective Time (including by causing each such manager to tender an irrevocable resignation as a manager, effective as of the Effective Time) and (ii) the Acquiror shall become the sole manager of the Company from and after the Effective Time. (b) Persons constituting the officers of the Company prior to the First Effective Time shall continue to be appointed as the officers of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (cb) Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, Acquiror shall take all necessary action prior to the Redomicile First Effective Time such that (i) each director of Acquiror in office immediately prior to the First Effective Time shall cease to be a director immediately following the First Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the First Effective Time), (ii) (y) if the Acquiror Board consists of seven members, four (4) individuals designated by the Company (the “Company Director Designees”), three of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c) shall be appointed to the Acquiror Board, effective as of the Effective Time, (iii) the one individual designated by Acquiror (the “Acquiror Director Designee”) shall be appointed to the Acquiror Board, effective as of immediately following the First Effective Time and two (2) individuals designated by Acquiror (the “Acquiror Director Designees”), one (1) individual mutually acceptable to the Acquiror and a majority-in-interest of Company Stockholders entitled to vote, who shall qualify as an “independent director” under the applicable listing and corporate governance rules and regulations of Nasdaq, shall be appointed to the Acquiror Board, effective as of immediately following the First Effective Time and (z) if the Acquiror Board consists of five members, (y) three (3) Company Director Designees shall be appointed to the Acquiror Board, effective as of immediately following the First Effective Time and one (1) Acquiror Director Designee, who shall qualify as an “independent director” under the applicable listing and corporate governance rules and regulations of Nasdaq, shall be appointed to the Acquiror Board, effective as of immediately following the First Effective Time, (iii) one (1) individual mutually acceptable to the Acquiror and a majority-in-interest of Company Stockholders entitled to vote, who shall qualify as an “independent director” under the applicable listing and corporate governance rules and regulations of Nasdaq, shall be appointed to the Acquiror Board, effective as of immediately following the First Effective Time and (iv) as of immediately following the First Effective Time, the Company Director Designees and the Acquiror Director Designee Designees shall be the only directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Boarddirectorships. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the First Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.06(b) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectively, shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (dc) Acquiror shall take all necessary actions action prior to the First Effective Time such that (i) each officer of Acquiror in office immediately prior to the First Effective Time shall cease to be an officer at immediately following the First Effective Time and (ii) the Persons persons constituting the officers of the Company prior to the First Effective Time shall, as of immediately following the First Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager of the Company in office immediately prior to the Effective Time shall cease to be a manager immediately following the Effective Time (including by causing each such manager to tender an irrevocable resignation as a manager, effective as of the Effective Time) and (ii) the Acquiror shall become the sole manager of the Company from and after the Effective Time. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be appointed as the officers of the Surviving Company Corporation until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (cb) Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and NYSE listing requirements, Acquiror shall take all necessary action prior to the Redomicile Effective Time such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven individuals designated by the Company (the “Company Director Designees”), three of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c) shall be appointed to the Acquiror Board, effective as of the Effective Time, (iii) the one individual designated by Acquiror (the “Acquiror Director Designee”) shall be appointed to the Acquiror Board, effective as of the Effective Time, and (iv) as of immediately after the Effective Time, the Company Director Designees Acquiror Board shall consist of either seven (7) or nine (9) members, and (iii) the initial members of the Acquiror Director Designee Board shall be the only individuals set forth on Exhibit H, each to serve in the applicable class of directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Boardidentified therein. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.05(b) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties set forth on Exhibit H shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectivelyparty entitled to nominate such individual’s replacement (as so designated on Exhibit H), shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (dc) Acquiror shall take all necessary actions action prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at immediately following the Effective Time and (ii) the Persons persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager director of the Company in office immediately prior to the Effective Time shall cease to be a manager director immediately following the Effective Time (including by causing each such manager director to tender an irrevocable resignation as a managerdirector, effective as of the Effective Time) and (ii) each person set forth on Schedule 2.05(a) shall be appointed to the Acquiror Board of Directors of the Surviving Company, effective as of immediately following the Effective Time, and, as of such time, shall become be the sole manager only directors of the Surviving Company (including by causing the Company Board to adopt resolutions prior to the Effective Time that expand or decrease the size of the Company Board, as necessary, and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Company Board). Each person appointed as a director of the Surviving Company pursuant to the preceding sentence shall remain in office as a director of the Surviving Company until his or her successor is elected and after the Effective Timequalified or until his or her earlier death, resignation or removal. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be the officers of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (c) Acquiror shall take all necessary action prior to the Redomicile Effective Time such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven six individuals designated by the Company (the “Company Director Designees”), three of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c2.05(c) shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, (iii) the one individual two individuals designated by Acquiror (the “Acquiror Director DesigneeDesignees”) ), who shall each qualify as an “independent director” under the applicable listing and corporate governance rules and regulations of NASDAQ, shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, and (iv) the Chief Executive Officer of Acquiror shall be appointed to the Acquiror Board and (v) as of immediately following the Effective Time, the Company Director Designees, the Acquiror Director Designees and the Chief Executive Officer of Acquiror Director Designee shall be the only directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Boarddirectorships. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.05(c) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectively, shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (d) Acquiror shall take all necessary actions prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at immediately following the Effective Time and (ii) the Persons persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager director of the Company in office immediately prior to the Effective Time shall cease to be a manager director immediately following the Effective Time (including by causing each such manager director to tender an irrevocable resignation as a managerdirector, effective as of the Effective Time) and (ii) each person set forth on Schedule 2.05(a) shall be appointed to the Acquiror Board of Directors of the Surviving Company, effective as of immediately following the Effective Time, and, as of such time, shall become be the sole manager only directors of the Surviving Company (including by causing the Company Board to adopt resolutions prior to the Effective Time that expand or decrease the size of the Company Board, as necessary, and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Company Board). Each person appointed as a director of the Surviving Company pursuant to the preceding sentence shall remain in office as a director of the Surviving Company until his or her successor is elected and after the Effective Timequalified or until his or her earlier death, resignation or removal. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be the officers of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (c) Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and NASDAQ listing requirements, Acquiror shall take all necessary action prior to the Redomicile Effective Time such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven eight (8) individuals designated by the Company (the “Company Director Designees”), three six (6) of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c2.05(c) shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, (iii) the one (1) individual designated by Acquiror (the “Acquiror Director DesigneeDesignees”) ), who shall qualify as an “independent director” under the applicable listing and corporate governance rules and regulations of NASDAQ, shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, and (iv) as of immediately following the Effective Time, the Company Director Designees and the Acquiror Director Designee Designees shall be the only directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Boarddirectorships. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.05(c) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectively, shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (d) Acquiror shall take all necessary actions action prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at immediately following the Effective Time and (ii) the Persons persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager of the Company in office immediately prior to the Effective Time shall cease to be a manager immediately following the Effective Time (including by causing each such manager to tender an irrevocable resignation as a manager, effective as of the Effective Time) and (ii) the Acquiror shall become the sole manager of the Company from and after the Effective Time. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be appointed as the officers of the Surviving Company Entity until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (cb) Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and applicable National Exchange listing requirements, Acquiror shall take all necessary action prior to the Redomicile Effective Time such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven individuals designated by the Company (the “Company Director Designees”), three of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c) shall be appointed to the Acquiror Board, effective as of the Effective Time, (iii) the one individual designated by Acquiror (the “Acquiror Director Designee”) shall be appointed to the Acquiror Board, effective as of the Effective Time, and (iv) as of immediately after the Effective Time, the Acquiror Board shall consist of seven (7) members, of which (A) the Company Director Designees shall have the right to appoint four (4) initial members, which shall include the current Chief Executive Officer and the Chairman of the Board of the Company and will be in the second and third class of directors, (B) the Sponsor shall have the right to appoint two (2) initial members and (C) the Company and the Sponsor will jointly agree on the appointment of the seventh initial director, in each case, as set forth in the Acquiror Director Designee Charter, and (iii) the initial members of the Acquiror Board shall be the only individuals set forth by the designating parties at least sixty (60) days prior to Closing, each to serve in the applicable class of directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Boardidentified therein. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.05(b) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated set forth by the designating parties shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectively, party entitled to nominate such individual’s replacement shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (dc) Acquiror shall take all necessary actions action prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at immediately following the Effective Time and (ii) the Persons persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager director of the Company in office immediately prior to the Effective Time shall cease to be a manager director immediately following the Effective Time (including by causing each such manager director to tender an irrevocable resignation as a managerdirector, effective as of the Effective Time) and (ii) each person set forth on Schedule 2.11(a) shall be appointed to the Acquiror Board of Directors of the Surviving Company, effective as of immediately following the Effective Time, and, as of such time, shall become be the sole manager only directors of the Surviving Company (including by causing the Company Board to adopt resolutions prior to the Effective Time that expand or decrease the size of the Company Board, as necessary, and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Company Board). Each person appointed as a director of the Surviving Company pursuant to the preceding sentence shall remain in office as a director of the Surviving Company until his or her successor is elected and after the Effective Timequalified or until his or her earlier death, resignation or removal. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be the officers of the Surviving Company until the earlier of their death, resignation or removal or until their respective successors are duly appointed. (c) Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and NYSE and NASDAQ listing requirements, Acquiror shall take all necessary action prior to the Redomicile Effective Time such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven (7) individuals designated by the Company (the “Company Director Designees”), three a sufficient number of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c) NYSE and NASDAQ shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, (iii) the one (1) individual designated by Acquiror Breakthrough Energy Ventures, LLC and one (1) individual designated by SB Energy Global Holdings One Ltd. (together, the “Acquiror Insider Director DesigneeDesignees”) shall be appointed to the Acquiror Board, effective as of immediately following the Effective Time, and (iv) as of immediately following the Effective Time, the Company Director Designees and the Acquiror Insider Director Designee Designees shall be the only directors of Acquiror, and there shall be no vacancies or unfilled newly created directorships on the Acquiror Boarddirectorships. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.11(c) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectively, shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. The Company shall determine the appropriate class each person appointed as a director of Acquiror pursuant to this Section 2.11(c) shall serve in prior to the filing of the Registration Statement. (d) Acquiror shall take all necessary actions action prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at immediately following the Effective Time and (ii) unless otherwise determined by the Persons Company and approved by Acquiror (such approval not to be unreasonably withheld, conditioned or delayed) prior to Closing, the persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed.

Directors and Officers of the Companies. (a) The Company shall take all necessary action prior to the Effective Time such that (i) each manager of the Company in office immediately prior to the Effective Time shall cease to be a manager immediately following the Effective Time (including by causing each such manager to tender an irrevocable resignation as a manager, effective as of the Effective Time) and (ii) the Acquiror shall become the sole manager of the Company from and after the Effective Time. (b) Persons constituting the officers of the Company prior to the Effective Time shall continue to be appointed as the officers of the Surviving Company Corporation until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed. (cb) Except as otherwise agreed in writing by the Company and Acquiror prior to the Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and NASDAQ listing requirements, Acquiror shall take all necessary action prior to the Redomicile Effective Time such that (i) each director of Acquiror in office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time), (ii) the seven individuals designated by the Company (the “Company Director Designees”), three of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of NASDAQ, pursuant to this Section 2.06(c) shall be appointed to the Acquiror Board, effective as of the Effective Time, (iii) the one individual designated by Acquiror (the “Acquiror Director Designee”) shall be appointed to the Acquiror Board, effective as of the Effective Time, and (iv) as of immediately after the Effective Time, the Company Director Designees and Acquiror Board shall consist of seven (7) members, with one (1) member of the Acquiror Director Designee Board to be appointed by the Sponsor (the “Sponsor Director”) (which initially shall be Jxx-Xxxx Xxx) and (iii) the initial members of the Acquiror Board shall be the only individuals set forth on Exhibit H, each to serve in the applicable class of directors identified therein. The initial members of Acquirorthe audit committee, the compensation committee and there the corporate governance committee of the Acquiror Board immediately after the Effective Time shall be no vacancies or unfilled newly created directorships on such individuals as agreed upon by the Company and Acquiror Boardprior to the Closing in good faith. If necessary to effect the foregoing, the Acquiror Board shall adopt resolutions prior to the Effective Time that, as of the Effective Time, that expand or decrease the size of the Acquiror Board and appoint such persons to the vacancies resulting from the incumbent directors’ respective resignations or, if applicable, the newly created directorships upon any expansion of the size of the Acquiror Board. Each Person person appointed as a director of Acquiror pursuant to this Section 2.06(c2.05(b) shall remain in office as a director of Acquiror for a minimum of one full calendar year and then until his or her successor is elected and qualified or until his or her earlier death, resignation or removal; provided that if such Acquiror Director Designee resigns or is otherwise unable to serve until the end of such calendar year (including for reason of death), then the Acquiror Board shall appoint a successor designated by the Sponsor to serve as a director until the end of such full calendar term. If any of the directors designated by the parties set forth on Exhibit H shall be unable or unwilling to serve at the Closing, the Company or Acquiror, respectivelyparty that appointed such individual, shall promptly designate a replacement director and provide any relevant information about such appointee as the other party hereto may reasonably request. (dc) Acquiror shall take all necessary actions action prior to the Effective Time such that (i) each officer of Acquiror in office immediately prior to the Effective Time shall cease to be an officer at immediately following the Effective Time and (ii) the Persons persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly elected or appointed.