Common use of Directors of the Corporation Clause in Contracts

Directors of the Corporation. (a) The Shareholders, by majority vote, will determine from time to time the number of directors to be elected. (b) The Shareholders will from time to time so act and vote (to the extent that each is able to do so on account of its respective shareholdings or otherwise) so that the board of directors (the "Board") of the Corporation shall consist of at least one nominee of AAA Holdco and at least one nominee of Atreus Holdco; provided that, such right shall terminate in respect of each such Shareholder if AAA Holdco and Exchangeco, on the one hand, or Atreus Holdco, on the other hand, shall cease to hold Shares in the capital of the Corporation representing at least 5% of the votes attaching to the outstanding shares in the Corporation. (c) Each of AAA Holdco and Atreus Holdco shall be entitled at any time to require the removal of any director nominated by it and to provide for a successor nominee by written notice to the Corporation and to the other Shareholders. No Shareholder other than a shareholder having nomination rights shall use its voting rights to remove a director who is a nominee of AAA Holdco or Atreus Holdco. If a director nominated by AAA Holdco or Atreus Holdco ceases to be a director for any reason, the Shareholders shall, if necessary, fill the vacancy thereby created by appointing, as soon as reasonably possible, the individual who is nominated by AAA Holdco or Atreus Holdco, as the case may be. (d) A quorum for a meeting of directors of the Corporation shall be a nominee of each of the Shareholders; provided that, if a nominee is not able to attend two (2) successive properly called board meetings, then the next meetings may proceed without such nominee being present, so long as a majority of directors are present. (e) Notice of meetings of the Board shall be accompanied by an agenda together with copies of documents to be considered at such meetings. AAA Holdco and Atreus Holdco shall make best efforts to convene board meetings at least [quarterly] during the year. Each of AAA Holdco and Atreus Holdco may bring one observer to board meetings, but such observer shall have no right to vote. Any additional observers shall require the approval of the other board members. (f) The Board shall appoint a Chairperson (who shall not have a casting vote in the event of an equality of votes on any matter among members of the Board), who shall initially be ■.

Directors of the Corporation. (a) Prior to the Capitalization Date, the Board of Directors shall consist of seven Directors of whom Xxxxx shall have the right to nominate four Directors and Xxxxxx, Xxxx and Xxxxxxxxxx shall each have the right to nominate on*’ Director. After the Capitalization Date the Board of Directors shall consist of four Directors of whom Arnold, Hahn, Xxxxxxxxxx and Xxxxx shall each be entitled to nominate one Director. The initial Directors of the Corporation shall include Xxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxx, Each Shareholder shall vote at all meetings of Shareholders, by majority vote, will determine from time and shall use its best efforts to time cause its nominee Directors on the number Board of directors Directors to be electedact in such manner as to ensure that each nominee of each Shareholder is elected or appointed and maintained in office as a Director in accordance with this Agreement. (b) The Shareholders will In the event that a nominee Director of any Shareholder resigns or is removed from time the Board of Directors, such Shareholder who is not fully represented shall forthwith deliver or cause to time so act and vote (be delivered to the extent that each is able to do so on account Corporation a resignation and release of its respective shareholdings or otherwise) so that such nominee Director in the board of directors (the "Board") form of the Corporation shall consist of at least one nominee of AAA Holdco resignation and at least one nominee of Atreus Holdco; provided that, such right shall terminate in respect of each such Shareholder if AAA Holdco and Exchangeco, on the one hand, or Atreus Holdco, on the other hand, shall cease release as reasonably required by counsel to hold Shares in the capital of the Corporation representing at least 5% of the votes attaching to the outstanding shares in the Corporation. (c) Each If a vacancy on the Board of AAA Holdco and Atreus Holdco Directors arises for any reason whatsoever, such vacancy shall be entitled at any time to require filled by the removal election or appointment of any director a Director nominated by it and the Shareholder entitled to provide for nominate a successor nominee by written notice to the Corporation and to the other Shareholders. No Shareholder other than a shareholder having nomination rights shall use its voting rights to remove a director who is a nominee of AAA Holdco or Atreus Holdco. If a director nominated by AAA Holdco or Atreus Holdco ceases to be a director for any reason, the Shareholders shall, if necessary, fill the vacancy thereby created by appointing, as soon as reasonably possible, the individual who is nominated by AAA Holdco or Atreus Holdco, as the case may be.replacement in accordance with Section 3.2 (d) A The quorum for a meeting of directors the Board of the Corporation Directors shall be a nominee of each majority of the Shareholders; provided that, if a nominee is not able to attend two (2) successive properly called board meetings, then Directors . At least five days prior written notice of any meeting of the next meetings may proceed without Board of Directors must be given unless all of the Directors waive such nominee being present, so long as a majority of directors are presentnotice. (e) Notice No amount shall be payable by way of salary, bonus or otherwise to any Director for acting as such. Each Director shall be entitled to be reimbursed for reasonable out-of-pocket traveling and subsistence expenses incurred while attending meetings of of, or otherwise being engaged in the business of, the Board shall be accompanied by an agenda together with copies of documents to be considered at such meetings. AAA Holdco and Atreus Holdco shall make best efforts to convene board meetings at least [quarterly] during the year. Each of AAA Holdco and Atreus Holdco may bring one observer to board meetings, but such observer shall have no right to vote. Any additional observers shall require the approval of the other board membersDirectors. (f) The Board shall appoint a Chairperson (who shall not have a casting vote in If any Shareholder ceases to own any Shares, then the event of an equality of votes on Shareholder or any matter among members related Principal of the Board)Shareholder shall immediately cease to be a director, who shall initially be ■officer and employee of the Corporation unless otherwise approved by Extraordinary Resolution.

Directors of the Corporation. [NTD: To be modified based on number of directors and offices for corporation] (1) Subject to this Section 3.1, the number of Directors on the board of Directors of the Corporation shall be fixed at up to [NTD: Insert number of directors] Directors, to be constituted as follows: (a) The Shareholdersthe Chief Executive Officer of the Corporation (the “CEO”), as appointed from time to time, who shall initially be [NTD: Insert Name]; (b) the Founders holding a majority of the Shares held by majority vote, will determine the Founders from time to time are jointly entitled to nominate one (1) Director, who shall initially be [NTD: Insert Name] (the number “Founder Nominee”); (c) an Investor Majority is entitled to nominate one (1) Director (the “Investor Nominee”), provided the Investors continue to hold Shares representing at least [NTD: Insert %] of directors the voting rights attached to the Shares of the Corporation (for certainty, calculated on a fully diluted basis in accordance with Section 1.8 above); (d) one (1) Independent Director (the “Independent Nominee”) shall be electednominated by the Founders within a period of 60 days following the execution of this Agreement; and (e) one (1) Independent Director (the “Independent Nominee”) shall be nominated by the Investor Majority within a period of 60 days following the execution of this Agreement. (b2) The Shareholders If a nominee Director as set forth above resigns or is removed, for any reason, the vacancy will from time to time so act and vote (to be filled by the extent that each is able election or appointment of a Director nominated as set forth above, provided such Shareholder(s) or Directors are still entitled to do so so. The Directors will not transact any business or exercise any of their powers or functions until such vacancy is filled, except to elect or appoint the new Director and to carry on account of its respective shareholdings or otherwise) so that the board of directors (the "Board") business of the Corporation shall consist of at least one nominee of AAA Holdco and at least one nominee of Atreus Holdco; provided that, such right shall terminate in respect of each such Shareholder if AAA Holdco and Exchangeco, on the one hand, or Atreus Holdco, on the other hand, shall cease to hold Shares in the capital ordinary course. If a replacement Director is not elected or appointed within 20 Business Days because such Shareholder(s) have failed to nominate a replacement, the Directors then in office are entitled to transact business and exercise all of the Corporation representing at least 5% powers and functions of the votes attaching Directors. A decision or action of the majority of the Directors then in office is deemed to be a decision or action of the outstanding shares in Directors of the Corporation. (c3) Each If the Investors cease to hold Shares representing at least **% of AAA Holdco and Atreus Holdco shall be entitled at any time to require the removal of any director nominated by it and to provide for a successor nominee by written notice voting rights attached to the Shares of the Corporation (for certainty, calculated on a fully diluted basis in accordance with Section 1.8 above), they shall cease to have the right to nominate Directors as set forth in Section 3.1(1)(d) above, as applicable, and to the other Shareholders. No Shareholder other than applicable Directors shall thereafter be nominated and elected by Shareholders holding Shares representing a shareholder having nomination rights shall use its majority of the voting rights attaching to remove a director who is a nominee all of AAA Holdco or Atreus Holdco. If a director nominated by AAA Holdco or Atreus Holdco ceases to be a director for any reason, the Shareholders shall, if necessary, fill actual issued and outstanding Shares in each case in accordance with the vacancy thereby created by appointing, as soon as reasonably possible, the individual who is nominated by AAA Holdco or Atreus Holdco, as the case may beAct. (d4) A quorum Other than as may be unanimously approved by the Directors, no amount is payable by way of salary, bonus or otherwise to any Founder in their capacity as Director for a meeting of directors acting as such, other than stock option grants allocated to the Directors in accordance with the ESOP or other equity compensation plan approved by the Directors. Each Director other than officers or employees of the Corporation shall is entitled to be a nominee of each of the Shareholders; provided that, if a nominee is not able to attend two (2) successive properly called board reimbursed for pre-approved reasonable out-of-pocket expenses incurred in attending directors’ meetings, then the next meetings may proceed without such nominee being presentcommittee meetings, so long as a majority of directors are presentand shareholders’ meetings. (e5) Notice of Each Major Shareholder (or its Principal) may attend all meetings of the Board board of Directors in a nonvoting observer capacity; provided that the Directors reserve the right, in good faith and with a view to serving the best interests of the Corporation, to exclude such representative from access to any material or meeting or portion thereof if: (i) the board of Directors believes upon advice of counsel that such exclusion is reasonably necessary to preserve the solicitor-client privilege; or (ii) the board of Directors otherwise determines that the exclusion is required in order to deal appropriately with any confidential or other matter coming before the board of Directors. The Corporation shall be accompanied by an agenda together with give such representative copies of documents all notices, minutes, consents and other materials that it provides to be considered at such meetingsits Directors. AAA Holdco and Atreus Holdco shall make best efforts Such representative may participate in discussions of matters brought to convene the board meetings at least [quarterly] during the year. Each of AAA Holdco and Atreus Holdco may bring one observer to board meetingsDirectors, but such observer shall have no right not be permitted to vote. Any additional observers shall require the approval of the other board members. (f) The Board shall appoint a Chairperson (who shall not have a casting vote in the event of an equality of votes on any matter among members of the Board), who shall initially be ■.