Common use of Election of Directors Clause in Contracts

Election of Directors. Each of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each On all matters relating to the election of directors of the parties agrees Company, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company's stock owned by it or which it has a right ) so as to vote elect members of the Company’s Board of Directors (the "STOCK"“Board”) and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreementfollows: (a) The Company's Board For so long as fifteen million (15,000,000) shares of Directors shall have no more than six Series Preferred remain outstanding (6) members. (b) Subject subject to subsections (c) and (dadjustment for any stock split, reverse stock split or similar event), two (2) the holders of such directors Series Preferred, voting together as a single class on an as-converted basis, shall be individuals selected by Remy, two entitled to elect seven (27) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned which shall include: (i) the Company’s chief executive officer (the “CEO”), who initially shall be Xxx Xxxxxxxx; (ii) one director who shall be designated by it on a majority in interest of the Effective Date shares held by Verdoso Investments S.A. and its affiliates (“Verdoso”), Investec Investments (UK) Limited and its affiliates (“Investec”), and Waveland Venture Partners LLC and its affiliates (“Waveland”) (together, the “Existing Investors” and such director, the “Existing Investor Representative”), provided that the Existing Investors hold, in the aggregate, at least twelve million (12,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxxx Xxxxxxxxxx; (iii) one director who shall be designated by BRC Partners Opportunity Fund LP (“XXxxxx”) in its sole discretion provided that the BR Group (as defined below) holds in the aggregate at least twelve million (12,000,000) shares of Series Preferred (subject to adjustment for purposes of this subsection onlyany stock split, such party reverse stock split or similar event), who initially shall be referred Xxxxx Xxxxx; (iv) one director (A) who shall initially be Xxxx Xxxxxxx, and (B) who shall be a person designated by XXxxxx in its sole discretion provided that the BR Group holds in the aggregate at least thirty six million (36,000,000) shares of Series Preferred (subject to as the "ONE-THIRD SELLING PARTY"adjustment for any stock split, reverse stock split or similar event), such One-Third Selling Party and who may continue to be Xxxx Xxxxxxx so long as so designated by XXxxxx; (v) (A) one director who shall only be entitled to select one designated by X. Xxxxx Principal Investments, LLC (“BRPI”) (1) director to during such time as the Company's Board of Directors such that Subordinated Term Loan and Security Agreement between the Board of Directors will consist of one Company and BRPI (1the “LSA”) individual selected by the One-Third Selling Party (remains in effect; or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected after conversion of BRPI’s term loan to Series A-3 Preferred, so long as BRPI holds at least 7,000,000 shares of Series A-3 Preferred issued upon conversion of indebtedness pursuant to Section 4 of that certain Subordinated Secured Convertible Promissory Note dated as of October 23, 2017 issued by the Company to BRPI (the “BRPI Note”), who shall initially be the "independent directors" approved by each Xxxx Xxxx; and (B) following conversion of the Losi Entities and by Remy. (d) If at any time during BRPI Note, in the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns event BRPI receives less than or equal to thirty-three and one-third percent (33 1/3%) of the number of 7,000,000 shares of Common Stock Series A-3 Preferred thereupon, and for so long as BRPI continues to hold any shares of Series A-3 Preferred, one director who shall be an industry representative not affiliated with the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection onlyor any Investor, such party who shall be referred designated by BRPI and subject to as the "TWO-THIRDS SELLING PARTY")approval, such Two-Thirds Selling Party which shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" unreasonably withheld, of the Losi Entities Existing Preferred Representative; (whichever is not the Two-Thirds Selling Partyvi) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreementafter November 1, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals 2017, one director who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled designated by Motorola Solutions, Inc. (“Motorola”) or its affiliates, provided that Motorola and its affiliates hold at least seven million (7,000,000) shares of Series Preferred (subject to select adjustment for any stock split, reverse stock split or similar event); (vii) one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), who shall be entitled designated by JVC KENWOOD Corporation (“JKC”) or its affiliates, provided that JKC and its affiliates hold at least four million (4,000,000) shares of Series Preferred (subject to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy adjustment for any stock split, reverse stock split or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nomineesimilar event). In the event that the Company consummates an individual selected under this paragraph “Acquisition” as defined in Article IV Section F.4. of the Certificate, the Company shall use commercially reasonable efforts to serve as an independent director declines cause the successors of the Company to serve on (i) maintain JKC’s right to designate a representative of JKC to the board of the surviving corporation and (ii) assume the Company's Board ’s obligations with respect to indemnification of Directorsthe directors of the Company prior to such Acquisition; and (viii) any vote taken to remove any director elected pursuant to this Section 1.2(a), then the party who selected said individual from the list of nominees provided or to it fill any vacancy created by the other party resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a); provided if the minimum shareholding requirements for designation of a board seat set forth in any of clauses (ii) through (vii) shall not at any time be met, the replacement director shall be entitled elected by a majority vote of the Company’s Voting Preferred Stock (as defined in the Company’s Amended and Restated Certificate of Incorporation), voting together on an “as converted basis”; provided further that each party to select another individual from this Agreement agrees to vote all its Series Preferred for the same list nominee selected by a majority of nomineesthe holders of the Voting Preferred Stock held by the parties to this Agreement, voting together as a single class and on an as-converted basis.

Election of Directors. Each of the parties agrees (i) Subject to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK"Sections 2(a)(ii) and to (iii), the Shareholders and the Company shall take all such other reasonable action as may be necessary so that each within their respective power, including the voting of the following occurs and remains in effect from the first stockholders' meeting (or acting by written consent with respect to) all shares of the Company held after Owned by them, required to cause the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall to have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less greater than five (5) members, (A) one of which shall be appointed by a majority of the Series A Investors (the “Series A Director”) for so long as the Series A Investors collectively Own at least 7.8% of the then outstanding shares of Common Stock (calculated on an as-converted basis), (B) one of which shall be appointed by a majority of the Series B Investors (the “Series B Director” and not more than ten (10) individuals who constitute Remy's nominees for together with the position of independent director, from which listSeries A Director, the Losi Entities shall“Preferred Directors”) for so long as the Series B Investors collectively Own at least 21.1% of the then outstanding shares of Common Stock (calculated on an as-converted basis), (C) two of which shall be appointed by majority voteMidco (the “ICP-Canada Directors”); and (D) one of which shall be either Xxxxxx Xxxxxxxx or Xxx Xxxxx, be entitled to select one as jointly selected and appointed by the Preferred Directors and the ICP-Canada Directors (1) individual to serve as an independent directorthe “Appointed Director”). SimilarlyAs of the date hereof, the Losi Entities Board consists of Xxxxx Xx, Xxxx Xxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx. (ii) Subject to Section 2(a)(iii), upon the issuance of shares of Series C Preferred Stock as designated in the Articles of Incorporation, if applicable, the Shareholders and the Company shall submit a list to Remy take all reasonable action within their respective power, including the voting of (or acting by written consent with respect to) all shares of the names of not less Company Owned by them, required to cause the Board to have no greater than five (5) and not more than ten (10) individuals who constitute members, appointed in proportion to the Losi Entities' nominees for the position percentage of independent directorCommon Stock, from which listcalculated on an as-converted basis, Remy Owned by each Shareholder; provided, however, that Midco shall be entitled to select appoint at least one Director (1thereafter referred to as the “ICP-Canada Director(s)”) for so long as Midco Owns at least 5% of the then outstanding shares of Common Stock (calculated on an as-converted basis). (iii) Each of the Preferred Directors, each of the ICP-Canada Directors and the Appointed Director will be required to meet the individual to serve qualifications and requirements for directors under applicable law and, as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreementapplicable, the parties hereto have agreed on rules and regulations of the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesRegulatory Authorities.

Election of Directors. Each On all matters relating to the election of the parties agrees to vote all one or more directors of the Company's stock owned by it or which it has a right to , each Shareholder shall vote (at the "STOCK") and to take all such other action as may be necessary so that each general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreementmanner: (a) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to shall be designated by Famous Voyage (the Company's Board “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of Directors the issued and outstanding Series D Preferred Shares purchased by Famous Voyage under the Series D Share Subscription Agreement I (or the Ordinary Shares issued upon conversion of such that the Board of Directors will consist of Series D Preferred Shares); (b) one (1) individual selected director shall be designated by the OneSeries C Purchaser (the “Series C Director”) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41% of the issued and outstanding Shares of the Company (calculated on a fully diluted and as-Third Selling Party converted basis); (c) one (1) director shall be designated jointly by Jacky Holdco and Xxxx Holdco (the “Series A Director”, together with the Series C Director and the Series D Director, the “Investor Directors” and each an “Investor Director”) for so long as Jacky Holdco and Xxxx Holdco (and their permitted transferees) together hold at least 50% of the issued and outstanding Series A Preferred Shares purchased by Jacky Holdco and Xxxx Holdco under the Series A Share Subscription Agreement (or by a "majority vote" the Ordinary Shares issued upon conversion of the One-Third Selling Party if the One-Third Selling Party is the Losi Entitiessuch Series A Preferred Shares), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy.; (d) If one (1) director shall be designated by Novel Lead (the “Novel Lead Director”) for so long as Novel Lead (and its permitted transferees) holds at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) least 50% of the number issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of shares of Common Stock of the Company owned August 25, 2014 by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to and between Novel Lead and the Company's Board of Directors such that the Board of Directors will consist of four ; and (4e) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for directors shall be designated by the position holders of independent director, from which list, the Losi Entities shall, by a majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) issued and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesoutstanding Ordinary Shares.

Election of Directors. Each (a) Following the Closing Date, the Voting Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to: (i) nine (9) Directors, so long as the parties agrees to vote all Voting Group beneficially owns 35% or more of the Company's stock owned ’s outstanding shares of Common Stock, of which (subject to the proviso below) (A) seven (7) of such designees shall be nominated by it or which it has a right to vote the Yucaipa Voting Group Member, (B) one (1) of such designees shall be nominated by the "STOCK"Caring Voting Group Member and (C) and to take all one (1) of such other action as may designees shall be necessary so that each of nominated by the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement:Xxxxx Voting Group Member; (aii) The Company's Board of Directors shall have no more than six (6) membersDirectors, so long as the Voting Group beneficially owns 15% or more, but less than 35%, of the Company’s outstanding shares of Common Stock, of which (subject to the proviso below) (A) four (4) of such designees shall be nominated by the Yucaipa Voting Group Member, (B) one (1) of such designees shall be nominated by the Caring Voting Group Member and (C) one (1) of such designees shall be nominated by the Xxxxx Voting Group Member; (iii) three (3) Directors, so long as the Voting Group beneficially owns 9% or more, but less than 15%, of the Company’s outstanding shares of Common Stock, of which (subject to the proviso below) (A) one (1) of such designees shall be nominated by the Yucaipa Voting Group Member, (B) one (1) of such designees shall be nominated by the Caring Voting Group Member and (C) one (1) of such designees shall be nominated by the Xxxxx Voting Group Member; provided, however, (A) that in the event at any time either the Caring Voting Group Member or the Xxxxx Voting Group Member (in the case of the Xxxxx Voting Group Member, at such time as Xx. Xxxxx is not also the Chief Executive Officer of the Company) shall own less than 5% of the Company’s outstanding shares of Common Stock, such member shall no longer have the nomination rights set forth above and such nomination rights shall instead be transferred to the Yucaipa Voting Group Member and (B) in each case to the extent such designees are permitted to serve on the Board under the applicable rules of the U.S. Securities and Exchange Commission and any stock exchange applicable to the Common Stock (the “Relevant Criteria”). Each such person whom the Voting Group or any member thereof shall actually nominate pursuant to this Section 3.1(a) and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Voting Group Designee.” (b) Subject Notwithstanding Section 3.1(a), in each case where any member of the Voting Group beneficially owns 5% or more of the total outstanding shares of Common Stock and the Voting Group beneficially owns less than 9% of the total outstanding shares of Common Stock, such member shall have the right, but not the obligation, to subsections (cnominate to the Board one designee, to the extent such designee satisfies the Relevant Criteria; provided, however, no other member of the Voting Group member shall have any obligation to vote its shares of Common Stock in favor of such designee. Each such person whom any member of the Voting Group shall actually nominate pursuant to this Section 3.1(b) and (dwho is thereafter elected to the Board to serve as a Director shall be referred to herein as a “Member Designee,” and any such Member Designee(s), two (2) of such directors together with any Voting Group Designee(s), shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remyreferred to herein as “Board Designees.” (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) Each member of the number of Voting Group hereby agrees to vote its shares of Common Stock in favor of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred designees nominated pursuant to as the "ONE-THIRD SELLING PARTY"Section 3.1(a), and to take such One-Third Selling Party shall only be entitled actions as are within their power to select one (1) director to the Company's Board of Directors procure that each such that the Board of Directors will consist of one (1) individual selected designee nominated by the One-Third Selling Party (or by Voting Group pursuant to Section 3.1(a) is elected as a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by RemyDirector. (d) If at any time during In the term hereof either Remy, on event that (i) the one hand, or Voting Group has nominated fewer than the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the total number of shares of Common Stock of designees the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy Voting Group shall be entitled to select one nominate pursuant to Section 3.1(a) or (1ii) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during member of the term of this Agreement, Voting Group has not nominated the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), designee such member shall be entitled to select nominate pursuant to Section 3.1(b), the second independent director from a list Voting Group or such member, as the case may be, shall have the right, at any time, to nominate such additional designee(s) to which it is entitled, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by applicable Law, to (x) enable the Voting Group or such member, as the case may be, to nominate and effect the election or appointment of not less than five such additional individuals, whether by increasing the size of the Board, or otherwise and (5y) and not more than ten to effect the election or appointment of such additional individuals nominated by the Voting Group or such member, as the case may be, to fill such newly-created directorships or to fill any other existing vacancies. (10e) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph a vacancy is created at any time by the death, retirement or resignation of any Board Designee, the remaining Directors and the Company shall, to serve the fullest extent permitted by applicable Law, take all actions necessary at any time and from time to time to cause the vacancy created thereby to be filled by a new designee of the Voting Group (in the case of the death, retirement or resignation of a Voting Group Designee) or the applicable member of the Voting Group (in the case of a Member Designee) as an independent director declines soon as possible. (f) The Company agrees, to serve on the Company's Board of Directorsfullest extent permitted by applicable Law, then to include in the party who selected said individual from the list slate of nominees provided to it recommended by the other party shall Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to this Section 3.1 and to nominate and recommend each such individual to be entitled elected as a Director as provided herein, and to select another solicit proxies or consents in favor thereof. The Company is entitled, solely for the purposes set forth in this Section 3.1(f), to identify such individual from the same list of nomineesas a Board Designee pursuant to this Agreement.

Election of Directors. Each of From and after the parties date hereof, each --------------------- Holder agrees to vote all (including by execution of a written consent or in any other manner permitted by law, the Charter and the Company's stock owned by it By-laws) all of his or its Shares and any other voting securities of the Company over which he or it has a right control, and will take all other necessary or desirable actions within his or its control (including, without limitation, attendance in person or by proxy, at all meetings of stockholders called for the purpose of electing directors), and the Company agrees to vote take all necessary or desirable actions within its control (including, without limitation, nominations of specified persons), in order to cause the Board of Directors of the Company (the "STOCKBoard") and ----- to take all such other action as may be necessary so that each of have the following occurs and remains in effect from constituency: At all times prior to the first stockholders' meeting IPO Date, the Board shall consist of the Company held after the date hereof throughout the term of this Agreementnot more than seven (7) members designated as follows: (ai) The Company's Board of Directors Capital Resource Parties shall have no more than six (6) members. (b) Subject be entitled to subsections (c) and (d), designate two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If representatives as long as they hold at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third least twenty percent (33 1/320%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select and one (1) director representative as long as they hold at least ten percent (10%), of the Number of Common Shares Outstanding (each such designee being referred to the Company's Board of Directors such that the Board of Directors will consist of as a "CR Representative"). ----------------- (ii) The Sandler Parties shall be entitled to designate one (1) individual selected by representative as long as they hold at least ten percent (10%), of the One-Third Selling Party Number of Common Shares Outstanding (or by each such designee being referred to as a "majority vote" of Sandler Representative"). ---------------------- (iii) Xxxxxx shall be entitled to designate four (4) representatives (the One"Management Representatives") as long as the Xxxxxx Holders hold at -------------------------- least thirty-Third Selling Party if the One-Third Selling Party is the Losi Entitiesfive percent (35%), three (3) individuals selected by Remy or a "majority vote" of representatives as long as the Losi Entities Xxxxxx Holders hold at least twenty-five (whichever is not the One-Third Selling Party) 25%), and two (2) individuals selected to be Representatives as long as the "independent directors" approved by each of the Losi Entities and by Remy. Xxxxxx Holders hold at least ten (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/310%) of the number of shares Number of Common Stock Shares Outstanding; provided that one such designee shall be the Chief Executive Officer of the Company owned by it on the Effective Date and two such designees (as defined belowif there are three or more) (for purposes of this subsection only, such party shall be referred Disinterested Outside Directors designated by Xxxxxx and approved by the CR Representatives and the Sandler Representative. (iv) Any vacancies in the Board that result from the Capital Resource Parties, the Sandler Parties or Xxxxxx not being entitled to as the "TWO-THIRDS SELLING PARTY"designate one or more representatives pursuant to clauses (i), such Two-Thirds Selling Party (ii) and (iii) above shall not be filled by the Company in accordance with applicable law, the Charter and the Bylaws; provided that in any event (A) the Board shall at all times have at least two Disinterested Outside Directors and (B) the Chief Executive Officer shall be a member of the Board. After the IPO Date the Board shall consist of at least seven (7) members designated as follows: (i) the Capital Resource Parties shall be entitled to select a director to designate one representative (the Company's Board of Directors such that the Board of Directors will consist of four "CR Representative") as long as they hold at least ten ----------------- percent (410%) individuals selected by Remy or a "majority vote" of the Losi Entities Number of Common Shares Outstanding, (whichever is not the Two-Thirds Selling Partyii) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it The Sandler Parties shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select designate one (1) individual representative as long as they hold at least ten percent (10%), of the Number of Common Shares Outstanding (each such designee being referred to as a "Sandler ------- Representative"). -------------- (iii) the remaining directors, and any vacancies resulting from the Capital Resource Parties or the Sandler Parties not being entitled to designated a representative pursuant to clauses (i) and (ii) above, shall be designated by the Company in accordance with applicable law, the Charter and the Bylaws; provided that in any event (A) the Board shall at all times have at least two Disinterested Outside Directors and (B) the Chief Executive Officer shall be a member of the Board. In the absence of any designation from the persons or groups so designating directors as specified above, the director previously designated by them and then serving shall be re-elected if still eligible to serve as an independent directorprovided herein. SimilarlyHowever, if any person or groups so designate, a director previously designated by them and then serving shall be subject to re-nomination in accordance with the Losi Entities provisions of this Section 2 at any meeting of stockholders called for the purpose of electing directors hereunder. No party hereto shall submit a list vote to Remy remove any member of the names Board designated in accordance with the aforesaid procedure unless the persons or groups so designating directors as specified above so vote, and, if such persons or groups so vote then the non-designating party or parties shall likewise so vote. Nothing contained herein shall prevent any party from removing any member of not less than five (5) and not more than ten (10) individuals the Board who constitute was designated by such party. Any vacancy on the Losi Entities' nominees for Board created by the position resignation, removal, incapacity or death of independent director, from which list, Remy any person designated under this Section 2.1 shall be entitled filled by another person designated in a manner so as to select one (1) individual to serve preserve the constituency of the Board as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesabove.

Election of Directors. Each (a) At each election of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting directors of the Company held after the date hereof throughout during the term of this Agreement: , each of Union Oil and CEO shall vote (aincluding the taking of any action by written consent, as necessary or appropriate), and shall cause its affiliates to vote (including the taking of any action by written consent, as necessary or appropriate), all shares of Capital Stock which it or he is entitled to vote (or control the voting of, directly or indirectly) The Company's Board in favor of Directors shall have no more than six (6the slate of nominees as selected in accordance with Section 5(b) membersand 5(c) for election to the Board. (b) Subject to subsections (c) the terms and (dconditions of this Section 5(b), two (2) for purposes of such directors selecting the slate of nominees referred to in Section 5(a), Union Oil shall be individuals selected by Remyentitled to nominate (i) five members of the Board, if the Union Oil Ownership Percentage is greater than 50%; (ii) four members of the Board, if the Union Oil Ownership Percentage is greater than 35% but not more than 50%; or (iii) two (2members of the Board, if the Union Oil Ownership Percentage is greater than 10% but not more than 35%. No more than two of the persons nominated pursuant to this Section 5(b) of such directors shall be individuals selected by a "majority vote" Union Oil Affiliates. In the event that the Union Oil Ownership Percentage is greater than 35%, one of the Losi Entities and two (2Union Oil Affiliates nominated pursuant to this Section 5(b) of such directors shall must be "independent directors" approved by CEO and any non-Union Oil Affiliate nominated pursuant to this Section 5(b) must be approved by CEO, in each of the Losi Entities and by Remycase such approval not to be unreasonably withheld. (c) If at any time during Subject to the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three terms and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes conditions of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"Section 5(c), such One-Third Selling Party CEO shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" nominate two members of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three Board. Any person nominated pursuant to this Section 5(c) (3other than CEO) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to must be the "independent directors" approved by each of the Losi Entities and by RemyUnion Oil, which approval shall not be unreasonably withheld. (d) If at In the event that any time during director (a "Withdrawing Director") nominated in the term hereof either Remymanner set forth above is unable to serve, or once having commenced to serve, ceases for any reason to be a director, such Withdrawing Director's replacement (the "Substitute Director") on the one handBoard shall be nominated by the party who nominated the Withdrawing Director, or the Losi Entities, collectively, on subject to the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes provisions of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) Section 5. The Company and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts agree to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998take all action within their respective power, ifincluding, despite these best effortsbut not limited to, the parties cannot agree on the selection voting of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list Capital Stock entitled to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual cause the election of such Substitute Director as soon as practicable following his designation, or instructing the directors it has previously nominated to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy members of the names Board, as the first order of not less than five (5) and not more than ten (10) individuals who constitute business at the Losi Entities' nominees for first meeting thereof after such Substitute Director has been so nominated, to vote to seat such nominated Substitute Director as a director in place of the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee)Withdrawing Director. In the event that an individual selected under any party entitled to nominate a director or directors pursuant to this paragraph Agreement fails to serve as an independent nominate a director declines to serve on the Company's Board of Directorsor directors, then such directorship or directorships shall remain vacant. (e) If the party who selected said individual from has nominated for election to the list Board any director serving on the Board pursuant to the preceding provisions of nominees provided this Section 5 requests that such director be removed (with or without cause) by written notice thereof to it by the other parties, then such director shall be removed (with or without cause) and each party hereby agrees to vote all shares of Capital Stock entitled to vote owned or held of record by such party to effect such removal upon any such request. No director nominated by a party shall otherwise be entitled to select another individual from the same list of nomineesinvoluntarily removed as a director except for cause.

Election of Directors. Each (i) As of the parties agrees to vote all date hereof, the Board of Directors of the Company's stock owned by it or which it has a right to vote Company (the "STOCKBoard") will consist of Xxxxxx X. Xxxxxxx ("Staniar"), Xxxx X. Xxxxx ("Xxxxx"), Xxxx X. Xxxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx X. Xxxxxx and to Xxxxxxx Xxx. From and after the date hereof, the Investors and the Company shall take all such other action as may be necessary so that each within their respective power, including but not limited to, the voting of the following occurs and remains in effect from the first stockholders' meeting all shares of capital stock of the Company held after owned by them, required to cause the date hereof Board to consist of six members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (A) that number of Warburg Directors as shall constitute a majority of the Board, or, at Warburg's written election, which election shall be irrevocable, as shall constitute one director less than a majority of the Board, (B) Staniar, who shall be entitled to be a member of the Board until termination of his employment in accordance with the terms of the Staniar Employment Agreement: , and (aC) The Company's Xxxxx, who shall be entitled to be a member of the Board until termination of Directors shall have no more than six (6) membershis employment in accordance with the terms of the Xxxxx Employment Agreement. (bii) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" From the later of the Losi Entities date on which the Company completes an Initial Public Offering and two the date (2the "Lender Board Requirement Termination Date") of such directors shall be "independent directors" approved by each when the Company's lenders no longer require that Warburg Directors constitute a majority of the Losi Entities and by Remy. Board: (ci) If for as long as Warburg owns beneficially at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) least 50% of the number of outstanding shares of Common Stock of or Preferred Stock, the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors and each Investor will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) nominate and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as have four Warburg Directors elected to the selection Board, (ii) for as long as Warburg owns beneficially at least 25% of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best effortsoutstanding shares of Common Stock or Preferred Stock, the parties cannot agree on the selection of both individuals who Company and each Investor will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list nominate and use its best efforts to have three Warburg Directors elected to the Losi Entities Board, (iii) for as long as Warburg owns beneficially at least 15% of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position outstanding shares of independent director, from which listCommon Stock or Preferred Stock, the Losi Entities shall, by majority vote, be entitled Company and each Investor will nominate and use its best efforts to select one have two Warburg Directors elected to the Board and (1iv) individual to serve for as an independent director. Similarlylong as Warburg owns beneficially at least 5% of the outstanding shares of Common Stock or Preferred Stock, the Losi Entities shall submit a list Company and each Investor will nominate and use its best efforts to Remy of have one Warburg Director elected to the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesBoard.

Election of Directors. Each of the parties hereto agrees to vote all of the Company's stock Stock (as hereinafter defined) of the Company now owned or hereafter acquired by it such party (and attend, in person or which it has a right to vote (by proxy, all meetings of stockholders called for the "STOCK") purpose of electing directors), and the Company agrees to take all such other action as may be necessary so that each actions (including, but not limited to the nomination of specified persons) to cause and maintain the election to the Board of Directors of the following occurs and remains in effect from Company, to the first stockholders' meeting extent permitted pursuant to the Company’s certificate of incorporation, the Company held after the date hereof throughout the term of this Agreementfollowing: (ai) The Company's Board the holders of Directors the Common Stock, voting as a separate class, shall have no more than six (6) members. (b) Subject be entitled to subsections (c) and (d), elect two (2) directors of such directors the Company, who shall be individuals selected designated by Remythe Company and who initially shall be Xxxx Xxxxxxxx and Xxxxx Xxxx; (ii) the then current Chief Executive Officer of the Company; (iii) so long as at least 20% of the Preference Stock remains outstanding, the holders of the Preference Stock, voting as a separate class, shall be entitled to elect two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities Company, and two (2) of such directors shall be "independent directors" approved by each if less than 20% but at least 10% of the Losi Entities and by Remy. (c) If at any time during Preference Stock remains outstanding, the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) holders of the number of shares of Common Stock of the Company owned by it on the Effective Date (Preference Stock, voting as defined below) (for purposes of this subsection onlya separate class, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select elect one (1) director to of the Company's Board of Directors such that the Board of Directors will consist of one ; (1iv) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities outside board members with relevant industry experience and not otherwise affiliated persons (whichever is not the One-Third Selling Party) and two (as defined in Section 2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number Company or of shares any Investor, who shall initially be Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx, and provided that any successor to any of Common Stock of these directors shall be mutually acceptable to the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director and to the Company's Board of Directors such that the Board of Directors will consist of four directors elected pursuant to (4iii) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) above, and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto further covenants and agrees to vote, to the extent possible, all shares of Stock of the Company now owned or hereafter acquired by such party so that the Company’s Board of Directors shall consist of no more than eight (8) members. So long as Easton holds at least 20% of the Preference Stock that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998originally purchased, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy Easton shall be entitled to select designate one of the directors elected pursuant to (1iii) individual to serve as an independent director. Beginning in 1998above, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director who shall initially be Xxxx Xxxxxxxx (the "AGREED NOMINEE") and cannot agree on “Easton Director”). So long as Maverick holds at least 20% of the selection of a second individualPreference Stock that Maverick originally purchased, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), Maverick shall be entitled to select designate one of the second independent director from a list of not less than five directors elected pursuant to (5iii) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee)above, who shall initially be Xxxxxxx Xxxxxxx. In the event that an individual selected under either Easton or Maverick loses its right to designate a director by falling below the 20% threshold stated in the preceding sentences of this paragraph paragraph, the director or directors to be elected to fill the resulting vacancy or vacancies shall be determined by majority vote of the holders of the Preference Stock. In the absence of any designation from the persons or groups so designating directors as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as an independent director declines provided herein. No party hereto shall vote to serve remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless the persons or groups so designating directors as specified above so vote, and, if such persons or groups so vote then the non-designating party or parties shall likewise so vote. Any vacancy on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it Directors created by the other party resignation, removal, incapacity or death of any person designated under this Section 7 shall be entitled filled by another person designated in a manner so as to select another individual from preserve the same list constituency of nomineesthe Board as provided above.

Election of Directors. (a) Each of the parties Stockholder agrees to vote take all action necessary, including, without limitation, the voting of their shares of stock of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection execution of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which listwritten consents, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarlycalling of special meetings, the Losi Entities shall submit a list to Remy removal of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreementdirectors, the parties hereto have agreed on the selection filling of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve vacancies on the Company's Board of Directors, then the party waiving of notice and the attending of meetings, so as to cause the authorized number of directors on the Board of Directors of the Company to be established at ten (10) directors (each a "Director" and collectively, the "Directors"), and consisting of the following individuals: (i) one (1) director who has been selected said individual from the list of nominees provided to it by the other party holders of a majority of the Series A Preferred Stock (the "Series A Director"); (ii) one (1) director who has been selected by the holders of a majority of the Series B Preferred Stock (the "Series B Director"); (iii) one (1) director who has been selected by Gateway Venture Partners III, L.P. so long as it owns shares of Series B Preferred or common stock issued upon conversion thereof (the "Gateway Director"); (iv) one (1) director who has been selected by CID so long as it owns shares of Series C Preferred or common stock issued upon conversion thereof (the "CID Director"); (v) one (1) director who has been selected by Advent International Corporation or a designee of Advent so long as it owns shares of Series D Preferred or common stock issued upon conversion thereof (the "Advent Director"); (vi) one (1) director who has been selected by Ampersand Ventures so long as it owns shares of Series D Preferred or common stock issued upon conversion thereof (the "Ampersand Director"); (vii) one (1) director who has been selected by the holders of a majority of the Series D-1 Preferred Stock (the "Series D-1 Director"); (viii) the Company's Chief Executive Officer; and (ix) two individuals designated jointly by the foregoing directors; provided, however, that in the event the Company issues and sells not fewer than an aggregate of 9,200,000 shares of its Series D-2 Preferred, then one of such two individuals shall be entitled selected by the holders of a majority of the Series D-2 Preferred Stock (such individual, the "Series D-2 Director"). (b) At the time of this Agreement, the Series A Director is Fred Middleton, the Series B Director is Randall D. Ledford, the Gatewxx Xxxxxxxx xx Gregory D. Johnson, the CIX Xxxxxxxx xx Xxxx C. Aplin, the Advent Direxxxx xx Xxxxxxx X. Mills III, the Ampersxxx Xxxxxxxx is David J. Parker, the Sxxxxx X-0 Xxxxxxor is Christopher Alafi, the dirxxxxx xxx xx xxe Company's Chief Executive Oxxxxxx xx Xxxxx X. Hogg, and the other two directors are Matthew Howard and Willxxx X. Xxxxxx. Subject to select another individual from Section 3, each direcxxx xxxxx xxxx the same list xxxxxx xx xx xxxxinted to any committees of nomineesthe Board of Directors, whether now existing or hereinafter created, on an equal basis as each other member of the Board of Directors and otherwise consistent with the fiduciary duties of the members of the Board of Directors.

Election of Directors. Each (a) SERIES B AND C DIRECTORS. (i) The Series B and C Investors hereby agree that each of Abingworth Bioventures II SICAV or its affiliates ("Abingworth"), Institutional Venture Partners V or its affiliates ("IVP"), and Kleixxx Xxxkxxx Xxxfxxxx & Xyerx XX or its affiliates ("KP") (together, the "Nominating Series B and C Investors" and individually, a "Nominating Series B and C Investors") shall have the right to designate one (1) nominee for election as a director of the parties agrees Company who shall be elected solely by the holders of outstanding shares, if any, of Series B Preferred Stock and Series C Preferred Stock, voting together as a single, separate class (together, the "Series B and C Nominees" and individually, a "Series B and C Nominee"). At least ten (10) days prior to vote all any meeting (or written action in lieu of a meeting) of stockholders of the Company at or by which directors are to be elected by the holders of outstanding shares, if any, of Series B Preferred Stock and Series C Preferred, voting together as a single, separate class, each Nominating Series B and C Investor shall notify the other Preferred 70 Investors in writing of each Series B and C Nominee designated by such Nominating Series B and C Investor for election as a director of the Company's stock owned by . In the absence of any such notification, it or which it has a right to vote (the "STOCK") and to take all such other action as may shall be necessary so presumed that each of the following occurs Nominating Series B and remains C Investor's then incumbent Series B and C Nominees has been redesignated as a Series B and C Nominee. The initial Series B and C Nominee of Abingworth is Hugh X. Xxxxxxxx, Xx. Xxx initial Series B and C Nominee of IVP is L. Jamex Xxxxxx. Xxe initial Series B and C Nominee of KP is Josexx X. Xxxxx. (ii) At each meeting (or written action in effect from the first stockholders' meeting lieu of a meeting) of stockholders of the Company held after at or by which directors are to be elected by the date hereof throughout holders of Series B Preferred and Series C Preferred Stock, voting together as a single, separate class, each Preferred Investor shall vote all of its Shares (entitled to vote thereon) to elect, as directors of the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) members, the Series B and C Nominees designated in the manner provided in Section 2(a)(i). (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (ciii) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three a Series B and one-third percent (33 1/3%) but less than or equal C Nominee shall cease to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (serve as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director for any reason, the Nominating Series B and C Investor which designated such Series B and C Nominee shall have the right to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or designate a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) successor Series B and two (2) individuals selected to be the "independent directors" approved by C Nominee and each of the Losi Entities and by Remy. Each of the parties hereto agrees that it other Preferred Investor shall use its best efforts to reach an agreement ensure that such successor Series B and C Nominee is duly elected as a director. If a Nominating Series B and C Investor notifies the other Preferred Investors that it desires to the selection remove its Series B and C Nominee as a director, each of the individuals who will serve other Preferred Investors shall use its best efforts to ensure that such Series B and C Nominee is duly removed as independent directorsa director. Beginning in 1998, if, despite these best effortsIf a Nominating Series B and C Investor notifies the Company that it desires to remove its Series B and C Nominee as a director and/or designate a successor Series B and C Nominee, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities Company shall, by majority voteat the request of such Nominating Series B and C Investor, be entitled use its best efforts to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit ensure that a list to Remy meeting of stockholders of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees Company is promptly called for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineessuch purpose.

Election of Directors. Each At each annual meeting of the parties agrees to vote all shareholders --------------------- of the Company's stock owned by it or which it has a right to vote (the "STOCK") , and to take all such other action as may be necessary so that at each of the following occurs and remains in effect from the first stockholders' special meeting of the shareholders of the Company held after called for the date hereof throughout purpose of electing directors of the term Company, and at any time at which shareholders of this Agreementthe Company shall have the right to, or shall, vote (whether by written consent or otherwise) for directors of the Company, then, and in each event, the Shareholders shall vote all Shares owned by them for the election of a Board of Directors consisting of not more than ten directors, designated as follows: (a) The Company's Board so long as Investor and its transferees described in the second sentence of Directors Section 2 beneficially own at least 12,000,000 (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like) shares of Common Stock (calculated after giving effect to the conversion of the Series A Preferred Stock and Series B Preferred Stock and, commencing at such time as each Warrant becomes exercisable, the exercise or exchange of each Warrant ("Fully-Diluted Basis")), (i) three directors shall have no more than six be designated by the Investor and (6ii) members.the remaining directors shall be designated by the holders of a majority of the outstanding shares of Common Stock; (b) Subject to subsections so long as Investor and its transferees described in the second sentence of Section 2 beneficially own at least 9,000,000 (c) as adjusted for stock splits, combinations, stock dividends, recapitalizations and (dthe like), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six 12,000,000 (as adjusted for stock splits, combinations, stock dividends, recapitalizations and two-thirds percent (66 2/3%the like) of the number of shares of Common Stock of the Company owned by it (calculated on the Effective Date a Fully-Diluted Basis), (as defined belowi) (for purposes of this subsection only, such party two directors shall be referred to as designated by the "ONE-THIRD SELLING PARTY")Investor, such One-Third Selling Party (ii) one observer (who shall only be entitled to select one (1) director to the Company's Board attend each meeting of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party but shall not be entitled to select a director vote or otherwise exercise any right or authority granted to the Company's members of the Board of Directors such that Directors) shall be designated by the Investor and (iii) the remaining directors shall be designated by the holders of a majority of the outstanding shares of Common Stock; and (c) so long as Investor and its transferees described in the second sentence of Section 2 beneficially own at least 6,000,000 (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like), but less than 9,000,000 (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like) shares of Common Stock (calculated on a Fully-Diluted Basis), (i) one director shall be designated by the Investor, (ii) one observer (who shall be entitled to attend each meeting of the Board of Directors will consist of four (4) individuals selected by Remy but shall not be entitled to vote or a "majority vote" otherwise exercise any right or authority granted to the members of the Losi Entities Board of Directors) shall be designated by the Investor and (whichever is not iii) the Two-Thirds Selling Party) and two (2) individuals selected to remaining directors shall be designated by the "independent directors" approved by each holders of a majority of the Losi Entities outstanding shares of Common Stock; and (d) so long as Investor and by Remyits transferees described in the second sentence of Section 2 beneficially own in the aggregate less than 6,000,000 (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like) shares of Common Stock (calculated on a Fully-Diluted Basis), all directors shall be designated in the manner set forth in the Company's bylaws. Each No party hereto shall vote to remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless the persons or groups so designating such director specified above so vote, and if such persons or groups so vote then the non-designating party or parties hereto agrees that it shall likewise so vote. Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person nominated by the party which originally nominated such person under this Section 5 shall be filled by another person designated in a manner so as to preserve the constituency of the Board of Directors as provided above. The Company shall use its best efforts to reach an agreement implement the provisions of this Section 5 and shall take such actions as to the selection may be necessary in furtherance of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesforegoing.

Election of Directors. Each (a) At each annual meeting of the parties agrees to vote all shareholders of the Company's stock , and at each special meeting of the shareholders of the Company called for the purpose of electing directors of the Company, and at any time at which shareholders of the Company shall have the right to, or shall, vote for directors of the Company, then, and in each event, the Shareholders shall vote all Shares owned by it them for the election of a Board of Directors consisting of seven (7) directors, designated in the manner designated below (subject to adjustment in accordance with the provisions of this Section 6): (i) two (2) directors shall be designated by the Investors holding a majority of the Shares held by all Investors (which designees shall initially be Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxx) (individually an "Investor Director" and collectively the "Investor Directors"); (ii) four (4) directors shall be designated by the Shareholders holding a majority of then outstanding Common Stock (which shall be calculated to include the Series B Preferred Stock on an as converted basis) acting as a group (which designees shall initially be Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxx Xxxxxx, and Xxxxxxx X. XxxxXxxxxxx (each a "Non-Investor Director, and collectively the Non-Investor Directors"); (iii) the remaining director, who shall not be an employee or affiliate of the Company, shall be designated by the Shareholders holding a majority of then outstanding Common Stock (which it has shall be calculated to include the Series B Preferred Stock on an as converted basis), acting as a right to vote group (the "STOCKIndependent Director"); and (iv) any director designated pursuant to Sections 6(a)(i), (ii) and (iii) shall not be subject to take all such other action as may be necessary so that each removal without the consent of the following occurs party or parties appointing such director(s) and remains in effect from upon any removal of such director (including due to the first stockholders' meeting death or disability of such director), the Company held after director shall be replaced by the date hereof throughout party or parties electing the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) membersremoved director. (b) Subject if at any time the Company shall (i) default in the payment of any principal of or interest on its Debentures due March 30, 2006 (the "Debentures"), when the same becomes due and payable (whether at maturity or at the date fixed for mandatory or optional redemption or prepayment or by acceleration or otherwise); or (ii) default for any reason in its obligation to subsections repurchase the Shares held by the Investors pursuant to the terms of the Redemption Agreement, or (ciii) default under any of the covenants contained in Articles III and IV of the Purchase Agreement (each of such defaults described in clauses (i), (ii) and (d)iii) being hereinafter referred to as a "Default") and such Default shall not have been remedied within thirty (30) days after written notice thereof shall have been received by the Company from the Investors, two then the number of directors constituting the Board of Directors shall be increased to either eleven (211) or to a lesser number selected by the Investors and the Investors shall be entitled to designate four (4) additional directors in the event that the number of directors constituting the Board of Directors shall be increased to eleven (11) or, if the Investors designate a smaller Board, such lesser number of additional directors as would allow the Investors to hold a majority of the directorships on the Board of Directors (which directors shall be individuals selected designated by Remythe Investors owning at least a majority of the Shares held by all Investors), two (2) and such right may be exercised at any annual meeting or at any special meeting called for such purpose or at any adjournment thereof, or by written consent of the Company's shareholders. The Shareholders agree to promptly take such directors action as shall be individuals selected by a "majority vote" required to fix the number of directors at eleven (11) and for the election of the Losi Entities and two four (24) of such additional directors as shall be "independent directors" approved designated by each of the Losi Entities and by RemyInvestors. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three The Company shall reimburse all reasonable direct costs and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) expenses incurred by directors in attending meetings of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by RemyCompany. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each At each annual meeting of the parties agrees to vote all shareholders of the Company's stock owned by it or which it has a right to vote (the "STOCK") , and to take all such other action as may be necessary so that at each of the following occurs and remains in effect from the first stockholders' special meeting of the shareholders of the Company held after called for the date hereof throughout purpose of electing directors of the term Company, and at any time at which shareholders of this Agreementthe Company shall have the right to, or shall, vote (whether by written consent or otherwise) for directors of the Company, then, and in each event, the Shareholders shall vote all Shares owned by them for the election of a Board of Directors consisting of not more than ten directors, designated as follows: (a) The Company's Board so long as Investor and its transferees described in the second sentence of Directors shall have no more than six Section 2 beneficially own at least 11,700,000 (6as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock (calculated after giving effect to the conversion of the Company owned by it on Series A Preferred Stock and, commencing at such time as the Effective Date Warrant becomes exercisable, the exercise or exchange of the Warrant (as defined below"Fully-Diluted Basis")) (for purposes of this subsection only, such party A) two directors shall be referred to as the "ONE-THIRD SELLING PARTY")designated by Investor, such One-Third Selling Party (B) one observer (who shall only be entitled to select one (1) director to the Company's Board attend each meeting of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party but shall not be entitled to select a director vote or otherwise exercise any right or authority granted to the Company's members of the Board of Directors such that Directors) shall be designated by Investor, and (C) the remaining directors shall be designated by the holders of a majority of the outstanding shares of Common Stock; (b) so long as Investor and its transferees described in the second sentence of Section 2 beneficially own at least 6,000,000, (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like), but less than 11,700,000, (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like), shares of Common Stock (calculated on a Fully-Diluted Basis) (A) one director shall be designated by the Investor, (B) one observer (who shall be entitled to attend each meeting of the Board of Directors will consist of four (4) individuals selected by Remy but shall not be entitled to vote, or a "majority vote" otherwise exercise any right or authority granted to the members of the Losi Entities Board of Directors) shall be designated by the Investor, and (whichever is not C) the Two-Thirds Selling Party) and two (2) individuals selected to remaining directors shall be designated by the "independent directors" approved by each holders of a majority of the Losi Entities outstanding shares of Common Stock; and (c) so long as Investor and by Remyits transferees described in the second sentence of Section 2 beneficially own in the aggregate less than 6,000,000, (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like), shares of Common Stock (calculated on a Fully-Diluted Basis) all directors shall be designated in the manner set forth in the Company's bylaws. Each No party hereto shall vote to remove any member of the Board of Directors designated in accordance with the aforesaid procedure unless the persons or groups so designating such director specified above so vote, and if such persons or groups so vote then the non-designating party or parties hereto agrees that it shall likewise so vote. Any vacancy on the Board of Directors created by the resignation, removal, incapacity or death of any person nominated by the party which originally nominated such person under this Section 5 shall be filled by another person designated in a manner so as to preserve the constituency of the Board of Directors as provided above. The Company shall use its best efforts to reach an agreement implement the provisions of this Section 5 and shall take such actions as to the selection may be necessary in furtherance of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesforegoing.

Election of Directors. Each of the parties hereto agrees to vote all of the Company's stock Stock (as hereinafter defined) of the Company now owned or hereafter acquired by it such party (and attend, in person or which it has a right to vote (by proxy, all meetings of stockholders called for the "STOCK") purpose of electing directors), and the Company agrees to take all such other action as may be necessary so that each actions (including, but not limited to the nomination of specified persons) to cause and maintain the election to the Board of Directors of the following occurs and remains in effect from Company, to the first stockholders' meeting extent permitted pursuant to the Company's certificate of incorporation, of the Company held after the date hereof throughout the term of this Agreementfollowing: (ai) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) individuals designated by the holders of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock (other than any shares received on conversion of the Company owned by it on the Effective Date (as defined belowPreferred Stock) (for purposes the designees of the holders of Common Stock under this subsection only, such party shall initially be referred to as David Schaeffer and H. Helen Lee); (ii) xxx (0) xxdividualx xxxxxxxted by the "ONE-THIRD SELLING PARTY"holders of a majority in interest of the then outstanding Series A Preferred Stock (the designees of the holders of Series A Preferred Stock under this subsection shall initially be Erel Margalit and James Wei), such One-Third Selling Party shall only be entitled to select one ; (1iii) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected designated by the One-Third Selling Party (or by holders of a "majority vote" in interest of the One-Third Selling Party if then outstanding Series B Preferred Stock (the One-Third Selling Party is designee of the Losi Entitiesholders of Series B Preferred Stock under this subsection shall initially be Edward Glassmeyer), ; (iv) one (1) inxxxxxxxx xxxxxxxxed by the holders of a majority in interest of the then outstanding Series C Preferred Stock; and (v) a three (3) individuals selected by Remy or a "majority vote" member Compensation Committee, one of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each members of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party which shall be referred nominated by the directors elected pursuant to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party subparagraph (i) above and who shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" Founder and one of the Losi Entities members of which shall be nominated by the directors elected pursuant to subparagraphs (whichever is not the Two-Thirds Selling Partyii), (iii) and two (2iv) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesabove.

Election of Directors. Each The Company and the Stockholders shall --------------------- take all action, including but not limited to (i) instructing their director designees provided herein to take such actions and (ii) voting their Shares, so that the Company's and the Operating Company's Boards of Directors shall be identical in number and membership and designated as set forth below. Notwithstanding anything to the contrary in the foregoing sentence, the TRW Investor shall have none of the parties agrees obligations described in the foregoing sentence during any time that the TRW Investor no longer has the right to vote all designate a member of the Board of Directors as a result of the operation of Section 2.6(c)(iii). The number of members of the Board of Directors initially shall be fixed at eight (8), subject to increase and decrease in the manner set forth below, and designated as follows: two (2) members shall be designated by the Xxx Investors (the "THL Designees"); one (1) member shall be designated by THL ------------- Equity Fund (the "THL Equity Fund Designee" and, together with the THL ------------------------ Designees, collectively the "Xxx Designees"); one (1) member shall be designated ------------- by Xxxx Fund V (the "Xxxx Fund V Designee"); one (1) member shall be designated -------------------- by Xxxx Fund V-B (the "Xxxx Fund V-B Designee"); one (1) member shall be ---------------------- designated by BCIP (the "BCIP Designee" and, together with the Xxxx Fund V ------------- Designee and the Xxxx Fund V-B Designee, the "Xxxx Designees"); one (1) member -------------- shall be designated by the TRW Investor (the "TRW Designee"); and one (1) member ------------ shall be designated by the Lead Investors, which designee shall be a member of the Company's stock owned by it or which it has a right to vote the Operating Company's management and who initially shall be X. Xxx Xxxxxxxx (the "STOCKLead Investors -------------- Management Designee") ). The Xxxx Fund V Designee, the Xxxx Fund V-B Designees, ------------------- the BCIP Designee, the THL Designees and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party THL Equity Fund Designee shall be referred to herein collectively as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority voteInside Lead Investors Designees." of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.--------------------------------

Election of Directors. Each of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board number of Directors initially shall have be five. All Directors initially shall be elected (including election following removal, resignation or death) in the manner set forth in this Section 3.9. Except as otherwise provided in this Section 3.9, all of the Directors shall be elected by action of Members holding a majority of the Common Units held by all Members. Each of the Members hereby agrees to vote for Directors as follows: (i) one individual nominated by the holders of a majority of the outstanding Series A Preferred, as long as (i) the holders of the Series A Preferred Units own at least 10% of the common equity of the Company, or (ii) the amount due and owing under the Buyer Note is in excess of $125,000, or (iii) Xx. Xxxxxxx continues to guaranty the Company’s credit line with Westport National Bank. (ii) Xxxxxx Xxxxxxxx Zantop, for so long as she shall be the Chief Executive Officer of the Company; and (iii) all remaining members of the Board, nominated by the holders of a majority of the outstanding Series B Preferred. For the avoidance of doubt, the holders of a majority of the outstanding Series B Preferred shall initially be entitled to nominate three individuals to the Board, provided, however that if either of clause (i) or clause (ii) is no more than six longer in effect, the holders of a majority of the outstanding Series B Preferred shall be entitled to nominate four individuals, and if both of clause (6i) membersand clause (ii) above are no longer in effect, the holders of a majority of the outstanding Series B Preferred shall be entitled to nominate all members of the Board and to increase or decrease the number of directors on the Board. (b) Subject to subsections (c) and (d), two (2) of such directors The Directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" elected at the annual meeting of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one handCompany, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock at a special meeting of the Company owned called for the purpose of electing Directors or by it on action upon written consent in accordance with the Effective Date (as defined below) (for purposes applicable provisions of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall Article III. A Director need not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesMember.

Election of Directors. Each (i) As of the parties agrees to vote all date hereof, the Board of Directors of the Company's stock owned by it or which it has a right to vote Company (the "STOCKBoard") will consist of Joel Xxxxxxxx, Xxofxxxx X. Xxxxx, Xxsox X. Xxxxxxxxxx xxx Jamex X. Xxxxxx. Xxom and to after the date hereof, the Investors and the Company shall take all such other action as may be necessary so that each within their respective power, including but not limited to, the voting of the following occurs and remains in effect from the first stockholders' meeting all shares of capital stock of the Company held after Owned by them, required to cause the date hereof Board to consist of up to five (5) members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement: Agreement to include (ai) The Company's Board as long as Warburg, Pincxx Xxxity Partners, L.P., a Delaware limited partnership ("Warburg"), and its Affiliates Own Shares comprising at least fifteen percent (15%) of Directors shall have no more than six the outstanding Common Stock (6) members. (b) Subject to subsections (c) and (dassuming conversion of all Preferred Stock), two representatives designated by Warburg (2) of such directors shall be individuals selected by Remyeach, two (2) of such directors shall be individuals selected by a "majority vote" of Warburg Director"), provided, however, that in the Losi Entities event Warburg and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If its Affiliates Own Shares comprising at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third least five percent (33 1/35%) but less than or equal to sixty-six and two-thirds percent fifteen (66 2/315%) of the number of shares of outstanding Common Stock (assuming conversion of all Preferred Stock), one Warburg Director, and provided further, that in the event Warburg and its Affiliates Own Shares comprising less than five percent (5%) of the Company owned outstanding Common Stock (assuming conversion of all Preferred Stock) the Board shall not include any Warburg Directors, (ii) as long as Prudential Securities Group, Inc., a Delaware corporation ("Prudential"), and its Affiliates and Transferees Own Shares comprising, in the aggregate, at least five percent (5%) of the outstanding Common Stock (assuming conversion of all Preferred Stock), one representative designated by it on Prudential, its Affiliate or Transferee, as the Effective Date case may be (as defined belowthe "Prudential Director"), provided, however, that in the event Prudential and its Affiliates and Transferees Own Shares comprising, in the aggregate, less than five percent (5%) of the outstanding Common Stock (assuming conversion of all Preferred Stock) the Board shall not include a Prudential Director; for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"Subsection 2(a)(i)(ii), such One-Third Selling Party "Transferees" shall only be entitled to select one (1) director to mean the Company's Board transferees of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Series A Preferred Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.pursuant to

Election of Directors. Each (i) Following the Effective Date, the VSCP Investor shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the parties agrees Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to vote all serve without the need for re-election, the number of VSCP Designees serving as Directors of the Company will be equal to at least: (A) if the VSCP Investor beneficially owns, directly or indirectly, 25% or more of the shares of the Company's stock owned by it ’s issued and outstanding Common Stock, two Directors; and (B) if the VSCP Investor beneficially owns, directly or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each indirectly, 10% or more, but less than 25%, of the following occurs shares of the Company’s issued and remains outstanding Common Stock, one Director (in effect from each case, each such person, a “VSCP Designee”). (ii) Following the first stockholders' meeting Effective Date, Rxxxxxx shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-election, the number of Rxxxxxx Designees serving as Directors of the Company held after will be equal to one Director if Rxxxxxx beneficially owns, directly or indirectly, 10% or more of the date hereof throughout shares of the term of this Agreement: Company’s issued and outstanding Common Stock (a) The Company's Board of Directors shall have no more than six (6) memberssuch person, the “Rxxxxxx Designee”). (biii) Subject Directors are subject to subsections removal pursuant to the applicable provisions of the Company Charter; provided, however, (cA) the VSCP Designees may only be removed with the prior written consent of VSCP and the Rxxxxxx Designees may only be removed with the prior written consent of Rxxxxxx and (d)B) VSCP shall have the right to request the removal of any VSCP Designee (with or without cause) nominated by the VSCP Investor, two from time to time and at any time, from the Board, and Rxxxxxx shall have the right to request the removal of any Rxxxxxx Designee (2with or without cause) of nominated by Rxxxxxx, from time to time and at any time, from the Board, in each case, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remyremoval. (civ) If In the event that a vacancy is created at any time during by death, disability, retirement, removal (with or without cause), disqualification, resignation or otherwise with respect to the term hereof either RemyVSCP Investor or Rxxxxxx (collectively, on the one hand“Principal Investors”, and each a “Principal Investor”), any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be filled, and the Company shall take all Necessary Action to cause such vacancy to be filled, as promptly as reasonably practicable, by a new designee of such Principal Investor, subject to the restrictions set forth in Section 2.1(a)(i) and Section 2.1(a)(ii). (v) In the absence of any designation from any Principal Investor as specified in Section 2.1(a)(i) or Section 2.1(a)(ii) hereof, the Director(s) previously designated by such Principal Investor and then serving shall be reelected if willing to serve unless such individual has been removed as provided herein, and otherwise such Board seat(s) shall remain vacant until otherwise filled as provided above. (vi) The Company shall take all Necessary Action to include in the slate of nominees recommended by the Board or any duly-authorized committee thereof for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled, solely for the purposes set forth in this Section 2.1(a)(vi), to identify such individual as a VSCP Designee or a Rxxxxxx Designee pursuant to this Agreement. (vii) In addition to any vote or consent of the Board or the Losi Entitiesstockholders of the Company required by applicable Law or the Company Charter or the bylaws of the Company, collectivelyand notwithstanding anything to the contrary in this Agreement, on for so long as the other handVSCP Investor beneficially owns, owns more than thirty-three directly or indirectly, at least 25% of the shares of the Company’s issued and one-third percent (33 1/3%) but less than or equal outstanding Common Stock, the Company shall take all Necessary Action to sixty-six and two-thirds percent (66 2/3%) of ensure that the number of shares of Common Stock Directors serving on the Board shall not exceed seven without the prior written consent of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by RemyVSCP Investor. (dviii) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to For so long as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be VSCP Investor is entitled to select a director designate two Directors for election to the Company's Board of Directors such that in accordance with the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) terms and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term conditions of this Agreement, the parties hereto Principal Investors and the Company shall take all Necessary Action to cause the Chairperson of the Board to be an individual chosen by the VSCP Investor, who shall initially be Axxx Xxxxxxxxx. Except as otherwise set forth herein, the majority of the Board shall determine the Chairperson of the Board. (ix) Once any Principal Investor no longer has the right to designate a director for election to the Board as set forth in Section 2.1(a)(i) or Section 2.1(a)(ii), such Principal Investor shall take all Necessary Action to cause the appropriate number of such Principal Investor's designees to tender his or her resignation from the Board effective at the Company's next annual meeting of stockholders. The Board (acting by majority vote of all directors excluding all the designees of the applicable Principal Investor) shall have agreed on the selection option, but not the obligation, to accept or reject any such resignation. (x) Upon completion of the IPO, each of the initial VSCP Designees and the Rxxxxxx Designee shall be assigned to one of the three (3) classes of directors, each of whose members shall serve a staggered three-year term as follows: (A) The class I directors (whose term expires at the first annual meeting of stockholders at which directors are elected following completion of the IPO) shall include one (1) individual to serve as an independent director VSCP Designee; (the "AGREED NOMINEE"B) and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively The class II directors (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select whose term expires at the second independent director from a list annual meeting of not less than five stockholders at which directors are elected following completion of the IPO) shall include one (51) and not more than ten VSCP Designee; and (10C) individuals chosen by either Remy or The class III directors (whose term expires at the Losi Entities (whichever party did not originally nominate or suggest third annual meeting of stockholders at which directors are elected following completion of the Agreed Nominee). In IPO) shall include the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesRxxxxxx Designee.

Election of Directors. Each of the parties Stockholders agrees to vote all of the Company's stock owned by it his, her or its Shares which it has a right to vote (the "STOCK") are voting Shares and to take all such any other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting voting securities of the Company held after over which such Stockholder has voting control and shall take all other necessary or desirable actions within his, her or its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the date hereof throughout Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the term of this AgreementCompany shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that: (a) The the authorized number of directors on the Company's ’s Board of Directors (the “Board”) shall have be no more less than six (6the number necessary to allow for the designations provided for pursuant to Section 1.1(b) members.below; and (b) Subject to subsections (c) and (d), two (2) of such directors the following individuals shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of elected to the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy.Board: (ci) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be nominated by Financial Technologies Management II LLC (including its Affiliates, “FTV”) (the "independent directors" approved by each of the Losi Entities and by Remy.“FTV Directors”); (dii) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be nominated by those holders (the "independent directors" approved by each “TrustWave Common Holders”) of a majority of the Losi Entities issued and outstanding shares of Common Stock listed on Exhibit C attached hereto (the “TrustWave Majority Holders”) (the “TrustWave Directors”); (iii) two (2) individuals nominated by RemyXxxxxxx Xxxxxxx (“Xxxxxxx”) (the “Xxxxxxx Directors”); and (iv) two (2) individuals nominated by MBK Ventures, LLC, an Illinois limited liability company (“MBK”) (the “MBK Directors”). Each Accordingly, as of the parties hereto agrees that it Effective Date, the Board shall use its best efforts to reach an agreement initially be Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxxx, Xxxxxx XxXxxxxx, and Xxxxxx Xxxxx (the “Initial Board”). The undersigned hereby approve and elect the Initial Board as to the selection Board of Directors of the individuals who will serve as independent directors. Beginning Company until their successors are duly elected and qualified in 1998, if, despite these best efforts, accordance with the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term provisions of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) Agreement and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees’s Bylaws.

Election of Directors. Each Subject to Sections 2.3(c) and 2.3(d) below, the Company's and the Operating Company's Boards of Directors shall be fixed at eight (8) members, of which one member shall be designated by Xxxxxx X. Xxxxxx (which member shall be Xx. Xxxxxx himself) (the parties agrees to vote all 'Xxxxxx Nominee'), two members (one of which members shall be either Xx. Xxxxxxxxx himself, or if Xx. Xxxxxxxxx is no longer an employee of the Company's stock owned , a management employee of the Company) shall be designated by it Xxxxx X. Xxxxxxxxx (the 'Cornstein Nominees'), one member shall be designated by the Applicable XXX Holders (the 'XXX Nominees'), and two members shall be designated by the Applicable Xxx Holders (the 'Xxx Nominees'). The directors shall be divided into classes. The initial term of the Xxxxx Nominee and one Xxx Nominee shall expire in 1999; the initial term of the Xxxxxx Nominee and the Cornstein Nominees shall expire in 2000; and the initial term of the other Xxx Nominee shall expire in 2001. At the option of the Applicable Xxx Holders and the Applicable XXX Holders, respectively, the Xxx Nominee(s) or which it has a the XXX Nominee, respectively, shall be reduced by one or by two, and such Xxx Nominee(s) or XXX Nominee, as the case may be, shall be removed from the Board of Directors and, during such time as the Applicable Xxx Holders and the Applicable XXX Holders, respectively, would otherwise have had the right to vote (the "STOCK") and to take all such other action as may be necessary so that each designate a Director hereunder, a representative of the following occurs and remains in effect from Applicable Xxx Holders or the first stockholders' meeting Applicable XXX Holders, as the case may be, shall continue to have the right to attend meetings of the Board of Directors of the Company held after and the date hereof throughout Operating Company as an observer without a vote or other rights as a director (except the term right to receive sufficient notice to enable such attendance and the right to receive all other communications, information and materials furnished, from time to time, to Directors of the Company and the Operating Company and the right to receive reimbursement for travel expenses to the same extent as Directors of the Company and the Operating Company). In addition to any other rights under this Agreement: , (ax) The Company's Board any transferee of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" any of the Losi Entities Xxx Holders, the XXX Holders and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities Xxxxx X. Xxxxxxxxx, who is an Institutional Investor and by Remy. (c) If who holds pursuant to one or more Transfers Shares constituting at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third least ten percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/310%) of the number Shares then outstanding and (y) a representative of the Cornstein Beneficiaries, so long as they hold, collectively, at least five percent (5%) of the issued and outstanding shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of and have not designated a director pursuant to this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"Section 2.3(a)), such One-Third Selling Party shall only be entitled have the right to select one (1) director to attend meetings of the Company's Board Boards of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on and its Subsidiaries, and, in the Effective Date case of the Cornstein Beneficiaries, the Executive Committee, as an observer without a vote or other rights as a director (as defined below) (for purposes except the right to receive sufficient notice to enable such attendance and the right to receive all other communications, information and materials furnished, from time to time, to Directors of this subsection onlythe Company and its Subsidiaries, such party shall be referred to and the Executive Committee, as the "TWO-THIRDS SELLING PARTY")case may be, such Two-Thirds Selling Party shall not be entitled and the right to select a director receive reimbursement for travel expenses to the Company's Board of same extent as Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) Company and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed NomineeSubsidiaries), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each (a) If the Company shall in good faith determine upon the advice of counsel that prior approval by the parties agrees Federal Communications Commission ("FCC") is required to provide for the election of directors other than as set forth in the Original Agreement, then prior to such approval the Investors agree to vote all Investor Shares held by them (at a meeting of stockholders or pursuant to an action by written consent) so as to elect members of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) membersas set forth in the Original Agreement. (b) After FCC approval (if the Company shall in good faith determine upon the advice of counsel that prior approval by the FCC is required to provide for the election of directors other than as set forth in the Original Agreement), or if the Company determines in good faith upon the advice of counsel that such approval is not required, the Investors agree to vote all Investors Shares held by them (at a meeting of stockholders or pursuant to an action by written consent) so as to elect members of the Company's Board of Directors as follows: (i) Subject to subsections paragraph (c) and (d), (A) for so long as Xxx Xxxxxx and his affiliates collectively own no less than five hundred thousand (500,000) shares of Common Stock, two one director by Xxx Xxxxxx; (2B) for so long as Xxxxxx X. Xxxxxxxxx and his affiliates collectively own no less than five hundred thousand (500,000) shares of such directors shall be individuals selected Common Stock, one director by RemyXxxxxx X. Xxxxxxxxx; (C) for so long as Northwood Ventures LLC and its affiliates ("Northwood") collectively own no less than five hundred thousand (500,000) shares of Common Stock, two one director by Northwood; (2D) for so long as OHB Technology AG and its affiliates ("OHB") collectively own no less than five hundred thousand (500,000) shares of such directors shall be individuals selected Common Stock, one director by a "majority vote" of OHB. (ii) In addition to the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remypersons listed in paragraph 1.2(b)(i), prior to FCC approval for Xxxx Xxxxxxxxxx. (c) If at In the event of any time during vacancy caused by the term hereof either Remydeath, on the one hand, resignation or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal removal of a director who was elected pursuant to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection onlyAgreement, such party vacancy shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall filled only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remyin accordance with this Section 1.2. (d) If at any time during To the term hereof either Remy, extent that (A) an Investor who is entitled to designate a director pursuant to Section 1.2(b)(i) has failed to do so and a vacancy has existed on the Board for a period exceeding sixty (60) days or (B) the right of an Investor to designate one hand, or more members of the Losi Entities, collectively, on the other hand, owns less Board pursuant to Section 1.2(b)(i) above has lapsed or terminated by reason of such Investor holding fewer than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares Investor Shares required to designate a director, then the holders of the Investor Shares shall vote all of their Investor Shares to elect a person designated by the holders of a majority of the Common Stock to fill such director position, which such person shall be an Independent Director (as such term is defined by the rules of the Company owned by it on New York Stock Exchange), unless holders of a majority of the Effective Date (as defined belowCommon Stock agree that such person is not required to be an Independent Director; provided that, any director elected to fill a vacancy pursuant to clause 1.2(d)(A) (for purposes of this subsection only, such party shall be referred subject to as removal and replacement by the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be Investor entitled to select designate a director to the Company's Board of Directors fill such that the Board of Directors will consist of four (4position in accordance with Section 1.2(b) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineeshereof.

Election of Directors. Each of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Restated Articles shall provide that the Board shall consist of Directors shall have no not more than seven (7) directors. Any change to the size of the Board beyond seven (7) directors shall require an amendment to the Restated Articles. Subject to Section 8.1(c) below, the Board shall initially consist of six (6) membersdirectors. (b) Subject The shareholders of the Company shall take all actions (including, without limitation, voting the shares owned by each, calling extraordinary meetings of shareholders and executing and delivering written consents) necessary to subsections (c) elect the following candidates as directors and (d), two (2) the appointment of such directors shall be individuals selected by Remy, two effective on the date of the First Closing (as defined in the Subscription Agreement): (i) Two (2) directors designated exclusively by the Investors (the “Series A Directors”); provided that the Investors shall have such right to designate Series A Directors for only so long as the Investors hold no less than fifty percent (50%) of the Series A Shares that the Investors subscribed for at each Closing; and further provided that such right of the Investors to designate directors shall terminate and cease to be individuals selected by in effect upon the closing of a "majority vote" of the Losi Entities and two (2) of such directors Qualified Public Offering. The initial Series A Directors shall be "independent directors" approved Xxxxx X. Xxxx and Xxxx Xxxx; and (ii) Four (4) directors designated by each of Mr. He (the Losi Entities “Ordinary Shareholder Directors”). The initial Ordinary Shareholder Directors shall be Mr. He, Zhou Xxxxx Xxx, Xxxxx Xxxx and by RemyXxxx Xxx Ju. (c) If at any time during In addition to the term hereof either Remysix (6) directors referenced above, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) shareholders of the number of shares of Common Stock Company, within eighteen (18) months of the Company date of the First Closing, shall take all actions (including, without limitation, voting the shares owned by it on the Effective Date (as defined beloweach, calling extraordinary meetings of shareholders and executing and delivering written consents) (for purposes of this subsection only, such party shall be referred necessary to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select elect one (1) independent director to jointly designated by Mr. He and the Company's Board of Directors such that Investors (deemed “independent” under the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" rules of the One-Third Selling Party if the One-Third Selling Party is the Losi EntitiesNew York Stock Exchange or NASDAQ), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during The Series A Directors and the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Ordinary Shareholder Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual appoint alternates to serve as an independent at any meeting of the Board or of any committee thereto, and such alternates shall be permitted to attend all meetings of the Board or of any committee and vote on the director. Beginning in 1998’s behalf. (e) Whenever a candidate for appointment to the Board is to be designated by a group of shareholders, if on or before July 31 shares are held and voted by such shareholders in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event such proportion that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directorsno majority vote is obtained, then the party who candidates with the greatest number of votes shall be deemed designated (up to the number of candidates to be selected said individual from by such group of shareholders). The candidate(s) so designated shall be the list designated candidate(s) for that group of nominees provided shareholders and the shareholders agree to it vote for such individuals. No director shall be removed except by the affirmative vote of the group of shareholders entitled to designate such director, and no director may be so removed if the votes cast against such director’s removal would be sufficient (assuming that each of such group’s designated directors were being chosen) to designate such director for such group of shareholders, other party than a removal due to the bad faith, willful misconduct or fraud of any director; which removal may be effected pursuant to an ordinary resolution. (f) An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period; but no such term shall be entitled to select another individual from implied in the same list absence of nomineesexpress provision. (g) There shall be no shareholding qualification for directors.

Election of Directors. Each of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during During the term of this Agreement, the parties hereto have agreed on Investors agree to vote their Voting Shares to elect to the selection Board of Directors (i) one person designated by NSV Partners V, L.P. and NSV Partners V-A, L.P. and their respective affiliates (1collectively, “NSV”), such person initially to be Xxxx Xxxxxxxxxxx, (ii) individual one person designated by the holders of a majority of the outstanding Series I Preferred Stock (excluding Series I Preferred Stock held by NSV, the “Other Series I Stockholders”), such person initially to serve as an independent be Xxx Xxxxxx, (iii) the Company’s Chief Executive Officer, (iv) one person designated by Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VII and KPCB VII Founders’ Fund and their respective affiliates (collectively “KPCB”), such person initially to be Xxxxxx Xxxxx, and (v) the remaining directors designated by the majority of the directors selected in subparagraphs (i) through (iv) above, and possessing relevant industry expertise, such persons to initially be Xxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx. (b) The Investors shall not vote to remove any director unless (i) the Investors are instructed by the person(s) entitled to designate such director to remove such director, or (ii) such director acts in bad faith or commits willful misconduct. (c) The Company shall provide NSV, the Other Series I Stockholders and KPCB with 20 days’ prior written notice (the "AGREED NOMINEE"“Nominee Notice”) and cannot agree on the selection of any intended mailing of a second individualnotice to stockholders for a meeting at which directors are to be elected (the “Director Election Notice”). NSV, then either Remy the Other Series I Stockholders and KPCB shall give written notice to all other parties to this Agreement, no later than 15 days prior to the mailing by the Company of such Director Election Notice, of the persons designated pursuant to Section 4.1(a) above as nominees for election as directors. The Company agrees to nominate and recommend for election as directors the individuals designated, or to be designated, pursuant to Section 4.1(a). If NSV, the Losi EntitiesOther Series I Stockholders or KPCB shall fail to give notice to the Company as provided above, collectively (whichever party originally nominated or suggested the Agreed Nominee), it shall be entitled to select deemed that the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve designees then serving as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party directors shall be entitled to select another individual from the same list of nomineesdesignees for reelection.

Election of Directors. Each of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board number of Directors initially shall have be five. All Directors initially shall be elected (including election following removal, resignation or death) in the manner set forth in this Section 3.9. Except as otherwise provided in this Section 3.9, all of the Directors shall be elected by action of Members holding a majority of the Common Units held by all Members. Each of the Members hereby agrees to vote for Directors as follows: (i) one individual nominated by Xx. Xxxxxxx, as long as (i) the holders of the Series A Preferred Units own at least 10% of the common equity of the Company, or (ii) the amount due and owing under the Buyer Note is in excess of $125,000, or (iii) Xx. Xxxxxxx continues to guaranty the Company’s credit line with Westport National Bank. (ii) Xxxxxx Xxxxxxxx Xxxxxx, for so long as she shall be the Chief Executive Officer of the Company; and (iii) all remaining members of the Board, nominated by the holders of a majority of the outstanding Series B Preferred. For the avoidance of doubt, the holders of a majority of the outstanding Series B Preferred shall initially be entitled to nominate three individuals to the Board, provided, however that if either of clause (i) or clause (ii) is no more than six longer in effect, the holders of a majority of the outstanding Series B Preferred shall be entitled to nominate four individuals, and if both of clause (6i) membersand clause (ii) above are no longer in effect, the holders of a majority of the outstanding Series B Preferred shall be entitled to nominate all members of the Board and to increase or decrease the number of directors on the Board. (b) Subject to subsections (c) and (d), two (2) of such directors The Directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" elected at the annual meeting of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one handCompany, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock at a special meeting of the Company owned called for the purpose of electing Directors or by it on action upon written consent in accordance with the Effective Date (as defined below) (for purposes applicable provisions of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall Article III. A Director need not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesMember.

Election of Directors. (a) Each of the parties Stockholders agrees to vote all take such action, including the voting of the Company's stock Shares constituting Voting Stock owned or controlled by it such Stockholder (x) at any annual or which it has a right special meeting of Stockholders of the Company called for the purpose of voting on the election or removal of Directors, or (y) by consensual action of Stockholders with respect to vote (the "STOCK") and to take all such other action election or removal of Directors, as may be necessary so that each of to cause the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreementfollowing: (ai) The Company's the Board of Directors shall have no more than six consist of up to nine (69) memberspersons; (ii) four (4) directors shall be designees of the Preferred Shares, (A) one of whom (initially, Xxxxxx X. More) shall be selected by Oak Investment Partners VI, Limited Partnership so long as Oak shall be a Stockholder at the time, (B) one of whom (initially, Xxxxx X. Xxxx) shall be selected by Canaan Ventures II Limited Partnership so long as any Canaan fund shall be a Stockholder at the time; (C) one of whom (initially, Xxxxxxxxxxx Xxxxxx) shall be selected by TL Ventures III L.P., TL Ventures III Offshore L.P. and TL Ventures III Interfund L.P. so long as any TL Ventures partnership shall be a Stockholder at the time; and (D) one of whom (initially Xxxxx X. Xxxx) shall be selected by Domain Associates so long as any Domain partnership shall be a Stockholder at the time; (iii) two (2) directors shall be selected by a vote of, or written consent of, the holders of a majority of the Common Stock, voting separately as a class, one of whom (initially, Xxxxx X. Xxxxxx) shall be selected by Xxxxxx Investment Holdings I, L.L.C. ("Xxxxxx") so long as Xxxxxx is ------ a Stockholder at the time, and the other one of whom shall initially be Xxxxxxx Xxxxxxxxx; (iv) up to three (3) directors shall be selected by a vote of, or written consent of, the holders of a majority of the Common Stock and Preferred Stock, voting together as a class, two of whom shall initially be Xxxxx Xxxxxx and Xxxx Xxxxxxx; and (v) the removal, with or without cause, of any Director upon the request of the party or parties designating such Director and for the election to the Board of a substitute designated by such party or parties in accordance with the provisions of this Section 4.4(a). (b) Subject to subsections (c) and (d), two (2) If at any time a vacancy is created on the Board of such directors shall be individuals selected Directors by Remy, two (2) of such directors shall be individuals selected by a "majority vote" reason of the Losi Entities death, removal or resignation of any director, the Stockholders agree to take immediate action to nominate and two elect a person to fill such vacancy in accordance with subsection (2a) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remyabove. (c) If at any time during the term hereof either Remy, The Company shall reimburse each director on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three Company for all expenses (3including travel expenses) individuals selected reasonably incurred by Remy him or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remyher in connection with such directorship. (d) If at No Stockholder shall grant any time during proxy or enter into or agree to be bound by any voting agreement or voting trust with respect to voting any Shares constituting Voting Stock, except as provided herein. No Stockholder shall enter into any stockholder agreement or arrangement of any kind with any Person with respect to any Shares inconsistent with the term hereof either Remyprovisions of this Agreement (whether or not such agreements and arrangements are with other Stockholders or holders of Shares that are not bound by this Agreement), on including, but not limited to, agreements or arrangements with respect to the one handacquisition, disposition or voting of Shares, or act, for any reason, as a member of a group or in concert with any other Persons in connection with the Losi Entitiesacquisition, collectively, on the other hand, owns less than disposition or equal to thirty-three and one-third percent (33 1/3%) voting of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 Shares in any year during manner which is inconsistent with the term provisions of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each of the parties agrees to The Holders shall vote all their respective shares of the Company's capital stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each in favor of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director nominees to the Company's Board of Directors such that who are nominated as follows: (i) for as long as at least 100,000 shares of Series A Preferred are outstanding, the holders of at least one-half (50%) the Series A Preferred then outstanding shall be entitled to nominate one (i) representative to be elected as a member of the Company's Board of Directors will consist Directors; (ii) for as long as at least 200,000 shares of Series B Preferred are outstanding, FBR Technology Venture Partners I, LP shall be entitled to nominate one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected representative to be the "independent directors" approved by each elected as a member of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it Mayfxxxx Xxxd, LP shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select nominate one (1) individual representative to serve be elected as an independent director. Similarly, the Losi Entities shall submit a list to Remy member of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors; (iii) for as long as B & T holds at least 500,000 shares of Common Stock, then B & T shall have the party who selected said individual from right to nominate one (1) representative to be elected as a member of the list Company's Board of nominees provided to it by the other party Directors; (iv) for as long as at least 900,000 shares of Series C are outstanding (as adjusted for stock splits, combinations, dividends or similar recapitalizations) shall remain outstanding, Tribune Company shall be entitled to select another individual from nominate one (1) representative; (v) for so long as Eric X. Xxxx xxxtinues in the same list employ of nominees.the Company or holds at least 100,000 shares of Common Stock, Eric X. Xxxx xxxll be entitled to nominate a member of the Company's Board of Directors; (vi) for so long as Timoxxx X. Xxxx xxxtinues in the employ or the Company or holds at least 100,000 shares of Common Stock, Timoxxx X. Xxxx xxxll be entitled to nominate a member of the Company's Board of Directors; and (vii) any representatives to be elected as a member of the Company's Board of Directors to replace any representative due to the failure of the named parties in paragraphs (i) through (vi) above to continue to meet the conditions of such respective provisions, shall be

Election of Directors. Each of the parties agrees to The Shareholders hereby agree that they will vote all of the Company's stock owned Ordinary Shares then held by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each them at any meetings of the following occurs and remains in effect from the first stockholders' meeting shareholders of the Company held after (or in any action in lieu thereof) in order that the date hereof throughout Board of Directors of the term Company shall be comprised of this Agreement: seven (7) members. So long as the Founders Parties (as defined below) shall (a) The Company's Board of Directors shall have no more collectively own not less than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third thirty percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/330%) of the number of shares Ordinary Shares owned by them on the date hereof or (b) at least one of Common Stock the Founders shall be serving as an employee of the Company, the holders of a majority of the Ordinary Shares held by the Founders Group (and if no such Ordinary Shares are then held by the Founders Group, then any Founders then serving as employees of the Company) shall have the right to designate three individuals as nominees for election as directors of the Company owned by it on (collectively, the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to "Founder Directors"). So long as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party IDB Group shall only be entitled to select one collectively own (1A) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third fifty percent (33 1/350%) of the number of shares Ordinary Shares owned by them on the date hereof, the holders of Common Stock a majority of the Ordinary Shares held by the IDB Group shall have the right to designate two individuals as nominees for election as directors of the Company or (B) less than fifty percent (50%) but not less than twenty-five percent (25%) of the number of Ordinary Shares owned by it them on the Effective Date date hereof, the holders of a majority of the Ordinary Shares held by the IDB Group shall have the right to designate one individual as a nominee for election as a director of the Company (any such directors, collectively, the "IDB Directors"). So long as the GE Parties (as defined below) shall collectively own (A) not less than fifty percent (50%) of the number of Ordinary Shares owned by them on the date hereof, GE shall have the right to designate two individuals as nominees for purposes election as directors of this subsection onlythe Company or (B) less than fifty percent (50%) but not less than thirty-three percent (33%) of the number of Ordinary Shares owned by them on the date hereof, GE shall have the right to designate one individual as a nominee for election as a director of the Company (any such party shall be referred to as directors, collectively, the "TWO-THIRDS SELLING PARTYGE Directors"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts Founders Parties, the IDB Group and the GE Parties hereby agree to reach an agreement as to the selection vote their Ordinary Shares at any meeting of the individuals who will serve as independent directors. Beginning shareholders of the Company (or in 1998, if, despite these best effortsany action in lieu thereof) in favor of the election of the Founder Directors, the parties cannot agree on IDB Directors and the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of GE Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each (i) Following the Effective Date, the VSCP Investor shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the parties agrees Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to vote all serve without the need for re-election, the number of VSCP Designees serving as Directors of the Company will be equal to at least: (A) if the VSCP Investor beneficially owns, directly or indirectly, 25% or more of the shares of the Company's stock owned by it ’s issued and outstanding Common Stock, two Directors; and (B) if the VSCP Investor beneficially owns, directly or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each indirectly, 10% or more, but less than 25%, of the following occurs shares of the Company’s issued and remains outstanding Common Stock, one Director (in effect from each case, each such person, a “VSCP Designee”). (ii) Following the first stockholders' meeting Effective Date, Xxxxxxx shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly authorized committee of the Board, as a Director and taking into account any Director continuing to serve without the need for re-election, the number of Xxxxxxx Designees serving as Directors of the Company held after will be equal to one Director if Xxxxxxx beneficially owns, directly or indirectly, 10% or more of the date hereof throughout shares of the term of this Agreement: Company’s issued and outstanding Common Stock (a) The Company's Board of Directors shall have no more than six (6) memberssuch person, the “Xxxxxxx Designee”). (biii) Subject Directors are subject to subsections removal pursuant to the applicable provisions of the Company Charter; provided, however, (cA) the VSCP Designees may only be removed with the prior written consent of VSCP and the Xxxxxxx Designees may only be removed with the prior written consent of Xxxxxxx and (d)B) VSCP shall have the right to request the removal of any VSCP Designee (with or without cause) nominated by the VSCP Investor, two from time to time and at any time, from the Board, and Xxxxxxx shall have the right to request the removal of any Xxxxxxx Designee (2with or without cause) of nominated by Xxxxxxx, from time to time and at any time, from the Board, in each case, exercisable upon written notice to the Company, and the Company shall take all Necessary Action to cause such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remyremoval. (civ) If In the event that a vacancy is created at any time during by death, disability, retirement, removal (with or without cause), disqualification, resignation or otherwise with respect to the term hereof either RemyVSCP Investor or Xxxxxxx (collectively, on the one hand“Principal Investors”, and each a “Principal Investor”), any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be filled, and the Company shall take all Necessary Action to cause such vacancy to be filled, as promptly as reasonably practicable, by a new designee of such Principal Investor, subject to the restrictions set forth in Section 2.1(a)(i) and Section 2.1(a)(ii). (v) In the absence of any designation from any Principal Investor as specified in Section 2.1(a)(i) or Section 2.1(a)(ii) hereof, the Director(s) previously designated by such Principal Investor and then serving shall be reelected if willing to serve unless such individual has been removed as provided herein, and otherwise such Board seat(s) shall remain vacant until otherwise filled as provided above. (vi) The Company shall take all Necessary Action to include in the slate of nominees recommended by the Board or any duly-authorized committee thereof for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled, solely for the purposes set forth in this Section 2.1(a)(vi), to identify such individual as a VSCP Designee or a Xxxxxxx Designee pursuant to this Agreement. (vii) In addition to any vote or consent of the Board or the Losi Entitiesstockholders of the Company required by applicable Law or the Company Charter or the bylaws of the Company, collectivelyand notwithstanding anything to the contrary in this Agreement, on for so long as the other handVSCP Investor beneficially owns, owns more than thirty-three directly or indirectly, at least 25% of the shares of the Company’s issued and one-third percent (33 1/3%) but less than or equal outstanding Common Stock, the Company shall take all Necessary Action to sixty-six and two-thirds percent (66 2/3%) of ensure that the number of shares of Common Stock Directors serving on the Board shall not exceed seven without the prior written consent of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by RemyVSCP Investor. (dviii) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to For so long as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be VSCP Investor is entitled to select a director designate two Directors for election to the Company's Board of Directors such that in accordance with the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) terms and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term conditions of this Agreement, the parties hereto Principal Investors and the Company shall take all Necessary Action to cause the Chairperson of the Board to be an individual chosen by the VSCP Investor, who shall initially be Xxxx Xxxxxxxxx. Except as otherwise set forth herein, the majority of the Board shall determine the Chairperson of the Board. (ix) Once any Principal Investor no longer has the right to designate a director for election to the Board as set forth in Section 2.1(a)(i) or Section 2.1(a)(ii), such Principal Investor shall take all Necessary Action to cause the appropriate number of such Principal Investor's designees to tender his or her resignation from the Board effective at the Company's next annual meeting of stockholders. The Board (acting by majority vote of all directors excluding all the designees of the applicable Principal Investor) shall have agreed on the selection option, but not the obligation, to accept or reject any such resignation. (x) Upon completion of the IPO, each of the initial VSCP Designees and the Xxxxxxx Designee shall be assigned to one of the three (3) classes of directors, each of whose members shall serve a staggered three-year term as follows: (A) The class I directors (whose term expires at the first annual meeting of stockholders at which directors are elected following completion of the IPO) shall include one (1) individual to serve as an independent director VSCP Designee; (the "AGREED NOMINEE"B) and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively The class II directors (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select whose term expires at the second independent director from a list annual meeting of not less than five stockholders at which directors are elected following completion of the IPO) shall include one (51) and not more than ten VSCP Designee; and (10C) individuals chosen by either Remy or The class III directors (whose term expires at the Losi Entities (whichever party did not originally nominate or suggest third annual meeting of stockholders at which directors are elected following completion of the Agreed Nominee). In IPO) shall include the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesXxxxxxx Designee.

Election of Directors. Each (a) In any election of the parties agrees to vote all directors of the Company's stock , the Parties shall each vote at any regular or special meeting of stockholders (or by written consent) such number of Shares then owned by it them (or as to which it has a right to vote (the "STOCK"they then have voting power) and to take all such other action as may be necessary so that each to elect three (3) directors nominated by the holders of a majority of the following occurs then outstanding shares of Common Stock held by the Founders (the “Common Directors”), who shall initially be Xxxx Xxxxxx, Xxxxxxxx X. Xxxxxx and remains Xxxx Xxx; provided, however, that the number of directors elected pursuant to this Section 3(a) shall be reduced by one (1) director for each Founder whose service to the Company as an employee or consultant is terminated; provided further, however, that the number of Common Directors elected pursuant to this Section 3(a) shall in effect from no event be reduced below one (1). In the first stockholders' event the number of Common Directors is reduced pursuant to the terms of this Section 3(a), the Board Size shall likewise be reduced by the same number of directors and the Investors and the Founders each hereby agree to vote at any regular or special meeting of stockholders (or by written consent) such number of voting securities of the Company held after then owned by them (or as to which they then have voting power) as may be necessary to amend this Agreement to appropriately reflect such decrease in the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) membersSize. (b) Subject In any election of directors of the Company, the Parties shall each vote at any regular or special meeting of stockholders (or by written consent) such number of Shares then owned by them (or as to subsections which they then have voting power) as may be necessary to elect as the “Preferred Directors,” as that term is defined in the Amended and Restated Certificate of Incorporation of the Company (cas amended from time to time, the “Restated Certificate”), (i) one (1) director nominated by KPCB Holdings, Inc. or its affiliates (“KPCB”), who shall initially be Xxxxx Xxxxxxx, (ii) one (1) director nominated by Xxxxxxx River Ventures, LLC or its affiliates (“CRV”), who shall initially be Xxxxx Xxxxxx, and (diii) one (1) director nominated by Index Ventures Growth I (Jersey), two L.P. or its affiliates (2) of such directors “Index”), who shall initially be individuals selected by RemyXxxxxxxx Xxxxx (collectively, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy“Preferred Directors”). (c) If at In any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) election of directors of the number Company, the holders of shares of Common Stock and holders of the Company owned by it shares of Preferred Stock (on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred an as-converted to as the "ONE-THIRD SELLING PARTY"Common Stock basis), such One-Third Selling Party voting together as a class, shall only be entitled have the right to select elect one (1) director to (the Company's Board “Mutual Director”). The Parties shall each vote at any regular or special meeting of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party stockholders (or by written consent) such number of Shares then owned by them (or as to which they then have voting power) as may be necessary to elect a "Mutual Director that is approved by a majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or Common Directors then in office and a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by RemyPreferred Directors then in office. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each The provisions of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") this Section 2.1 shall apply from and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout time that the term series of this Agreement: (a) The Company's Board of Directors shall have no more Class A Common Stock other than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Class A-1 Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of automatically convert into shares of Class A-1 Common Stock of the Company owned pursuant to the terms of the certificate of incorporation of the Company. Each holder of Shares hereby agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by it on written consent or otherwise, to fix the Effective Date number of members of the board of directors of the Company (the "Board") at eight or such higher number as defined below) (for purposes of this subsection only, such party may be specified from time to time by the Majority Investors. The Board shall be referred divided into classes, and in the event that the number of members of the Board is eight, there shall be (i) three Bain Directors, (ii) three THL Directors, (iii) two Blackstone Directors, and (iv) no Other Directors (in each case where the number of directors is determined without regard to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled any failure of any holder of Investors Shares to select designate a director to the Company's Board member of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed NomineeDirectors), which shall in each case be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee)elected as set forth in this Section 2.1 below. In the event that an individual selected under the number of members of the Board is greater than eight, at any time the number of Bain Directors, THL Directors, Blackstone Directors and Other Directors, respectively, shall each be such number as shall have been specified as of such time by the Majority Investors, in each case elected as set forth in this paragraph Section 2.1 below; provided, however, that (A) the number of Bain Directors shall equal the number of THL Directors, (B) the number of Blackstone Directors shall not be less than twenty percent of the aggregate number of the Xxxxx Directors plus the THL Directors plus the Blackstone Directors, and (C) the number of Other Directors shall be any number specified by the Majority Investors (in each case where the number of directors is determined without regard to serve any failure of any holder of Investor Shares to designate a member of the Board of Directors). Each holder of Shares hereby agrees to cast all votes to which such holder is entitled with respect to such Shares, whether at any annual or special meeting by written consent or otherwise, so as an independent director declines to serve on elect as the Company's Board of directors: (A) one director designated by Xxxx Capital VII Coinvest Fund, LLC, (B) such other directors designated by the Majority Bain Investors as the remaining Bain Directors, then the party who selected said individual from the list of nominees provided to it (C) one director designated by Xxxxxx X. Xxx Equity Fund V, L.P., (D) one director designated by Xxxxxx X. Xxx Parallel Fund V, L.P., (E) one director designated by Xxxxxx X. Xxx Equity (Cayman) Fund V, L.P., (F) such other directors designated by the Majority THL Investors as the remaining THL Directors, (G) one director designated by Blackstone Capital Partners III Merchant Banking Fund L.P., (H) such other party directors designated by the Blackstone Majority Investors as the remaining Blackstone Directors, and (I) the Other Directors designated by the Majority Investors. Each holder of Shares hereby agrees to cast all votes to which such holder is entitled with respect to such Shares to implement a provision in the Company's bylaws that provides that a quorum for any meeting of the Board shall require the presence of directors constituting at least a majority of the entire Board, which majority shall include (i) at least one Bain Director and one THL Director, or (ii) at least one Bain Director and one Blackstone Director, or (iii) at least one THL Director and one Blackstone Director. In addition, each holder of Shares hereby agrees to cast all votes to which such holder is entitled with respect to such Shares to implement a provision in the Company's bylaws that provides that notice of a special meeting of the Board shall be entitled given to select another individual from the same list directors of nomineesthe Company at least twenty-four hours before the meeting by mail, telegram or facsimile and email at his usual or last known business address, facsimile number or email address.

Election of Directors. Each (i) As of the parties agrees to vote all date hereof, the Board of Directors of the Company's stock owned by it or which it has a right to vote Company (the "STOCKBoard") consists of Clivx X. Xxxxxxxx, Xxmex X.Xxxxxx, Xxchxxxx X. Xxxxxxx, X. Scotx Xxxxxxx, Xxctxx Xxxxxxxx, Xxcqxxx Xxxxxxxx, Xxnnxx Xxxxxxxx xxx Faizl Husaxx. Xxom and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all Shares owned by them, required to cause the Board to consist of at least eight (8) members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement: Agreement to include (aA) The the Chief Executive Officer of the Company's Board of Directors shall have no more than six , (6B) members. as long as Warburg, Pincxx Xxxtures, L.P. (b) Subject to subsections (c"Warburg") and its Permitted Transferees own at least seven and one-half percent (d7.5%) of the Common Stock of the Company, calculated on an as converted basis, but less than twenty percent (20%,) of the Common Stock of the Company, calculated on an as converted basis, one representative designated by Warburg; as long as Warburg and its Permitted Transferees own at least twenty percent (20'%) of the Common Stock of the Company, calculated on an as converted basis, two representatives designated by Warburg (each, a "Warburg Director"), two (2C) as long as T. Scotx Xxxxxxx, Xxsbxxx Xxxxxxx, Xxnseatic and MPM Medicines L.P. (collectively, the -MPM Group") and their Permitted Transferees as a group own at least seven and one-half percent (7.5%) of such directors shall be individuals selected the Common Stock of the Company, calculated on an as converted basis, one representative designated by RemyMPM Medicines L.P. ("MPM") (an "MPM Director"); (D) as long as PharmaBio Development Inc. ("PharmaBio") and its Permitted Transferees own at least seven and one-half percent (7.5'%) of the Common Stock of the Company, calculated on an as converted basis, one representative designated by PharmaBio (a "PharmaBio Director"); (E) as long as Biotech Target, S.A. ("Biotech Target") and its Permitted Transferees own at least seven and one-half percent (7.5%) of the Common Stock of the Company, calculated on an as converted basis, one representative designated by Biotech Target; as long as Biotech Target and its Permitted Transferees own at least twenty percent (20%.) of the Common Stock of the Company, calculated on an as converted basis, two representatives designated by Biotech Target (2) of such directors shall be individuals selected by each, a "majority vote" of the Losi Entities Biotech Target Director"); and two (2F) of such directors shall be "independent directors" approved by each of the Losi Entities as long as Morgxx Xxxnxxx Xxxture Partners 111, L.P., Morgxx Xxxnxxx Xxxture Investors III, L.P. and by Remy. The Morgxx Xxxnxxx Xxxture Partners Entrepreneur Fund, L.P. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-"MSVP Investors") and their Permitted Transferees as a group own at least three and one-third half percent (33 1/33.5%.) but less than of the Common Stock of the Company, calculated on an as converted basis, one representative designated by the MSVP Investors (a "MSVP Director"). From and after the date hereof (until the death, disability, resignation or equal removal of such director in accordance with the terms hereof), Jamex X. Xxxxxx xxx Nichxxxx X. Xxxxxxx xxxll constitute the Warburg Directors.- T. Scotx Xxxxxxx xxxll constitute the MPM Director; Dennxx Xxxxxxxx xxxll constitute the PharmaBlo Director; Victxx Xxxxxxxx xxx Jacqxxx Xxxxxxxx xxxll constitute the Biotech Target Directors; and Fazte Husaxx xxxll constitute the MSVP Director. (ii) From the date on which the Company completes an underwritten public offering for shares of Common Stock (the "Initial Public Offering") pursuant to sixty-six a registration under the Securities Act, and two-thirds for as long as any Investor and its Permitted Transferees own at least twenty percent (66 2/320%) of the number of shares of Common Stock of the Company owned by it Company, calculated on the Effective Date (an as defined below) (for purposes of this subsection onlyconverted basis, such party shall be referred other than Biotech Target, whose rights to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director designate representatives to the Company's Board shall terminate upon the completion of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities)an Initial Public Offering, three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) nominate and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as have two individuals designated by such Investor elected to the selection Board. From the date on which the Company completes its Initial Public Offering and for as long as any Investor and its Permitted Transferees own at -least ten percent (10%.) of the individuals who will serve Common Stock of the Company, calculated on an as independent directors. Beginning in 1998converted basis, if, despite these best effortsother than Biotech Target as provided above, the parties cannot agree on the selection of both individuals who Company will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list nominate and use its best efforts to have one `individual designated by such Investor elected to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesBoard.

Election of Directors. Each of the parties agrees to The Holders shall vote all their respective shares of the Company's capital stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each in favor of the following occurs and remains in effect from nominees to the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The CompanyCorporation's Board of Directors who are nominated as follows: (i) for as long as at least 100,000 shares of Series A Preferred are outstanding, the holders of at least one-half (50%) the Series A Preferred then outstanding shall be entitled to nominate one (i) representative to be elected as a member of the Corporation's Board of Directors; (ii) for as long as at least 200,000 shares of Series B Preferred are outstanding, FBR Technology Venture Partners I, L.P. shall be entitled to nominate one (1) representative to be elected as a member of the Corporations Board of Directors and Mayfxxxx Xxxd, LP shall be entitled to nominate one (1) representative to be elected as a member of the Corporation's Board of Directors; (iii) for as long as B & T holds at least 500,000 shares of Common Stock, B & T shall have no more than six the right to nominate one (61) members.representative to be elected as a member of the Corporation's Board of Directors; (biv) Subject for as long as at least 900,000 shares of Series C are outstanding (as adjusted for stock splits, combinations, dividends or similar recapitalizations) shall remain outstanding, Tribune Company shall be entitled to subsections nominate one (c1) and representative; (d)v) for so long as Eric X. Xxxx xxxtinues in the employ of the Corporation or holds at least 100,000 shares of Common Stock, two Eric X. Xxxx xxxll be entitled to nominate a member of the Corporation's Board of Directors; (2vi) for so long as Timoxxx X. Xxxx xxxtinues in the employ or the Corporation or holds at least 100,000 shares of Common Stock, Timoxxx X. Xxxx xxxll be entitled to nominate a member of the Corporation's Board of Directors; and (vii) any representatives to be elected as a member of the Corporation's Board of Directors to replace any representative due to the failure of the named parties in paragraphs (i) through (vi) above to continue to meet the conditions of such directors respective provisions, shall be individuals selected by Remy, two (2) mutually agreed upon between the Corporation and the holders of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock then outstanding Preferred Stock, which approval may be withheld or given in the sole and absolute discretion of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" holders of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by RemyPreferred Stock. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each (i) As of the parties agrees to vote all date hereof, the Board of Directors of the Company's stock owned by it or which it has a right to vote Company (the "STOCKBoard") will consist of Xxxxxxx X. Xxxxx ("Xxxxx"), Xxxx O'X. Xxxxxx ("Xxxxxx"), Xxxxxxx X. Xxxxxxxxxx, Xxxxxxx Xxx, Xxxxxx X. Xxxxxx and to Xxxxxx X. Xxxxx. From and after the date hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company owned by them, required to cause the Board to consist of nine members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (A) as long as Warburg owns beneficially (within the meaning of Rule 13d-3 under the Exchange Act) (1) at least twenty percent (20%) of the Common Stock, three representatives designated by Warburg, (2) at least fifteen percent (15%) of the Common Stock, two representatives designated by Warburg and (3) at least ten percent (10%) of the Common Stock, one representative designated by Warburg (each, a "Warburg Director"), (B) as long as GEI owns beneficially (within the meaning of Rule 13d-3 under the Exchange Act) (1) at least twenty percent (20%) of the Common Stock, three representatives designated by GEI, (2) at least fifteen percent (15%) of the Common Stock, two representatives designated by GEI and (3) at least ten percent (10%) of the Common Stock, one representative designated by GEI (each, a "GEI Director" and, together with each Warburg Director, the "Institutional Directors"), (C) as long as Warburg and GEI collectively own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) at least fifty percent (50%) of the Common Stock, Warburg and GEI shall collectively have the right to designate that number of representatives as shall constitute a majority of the Board, (D) Xxxxx, who shall be entitled to be a member of the Board until termination of his employment in accordance with the terms of the Xxxxx Employment Agreement, (E) Xxxxxx, who shall be entitled to be a member of the Board until termination of his employment in accordance with the terms of the Xxxxxx Employment Agreement, and (F) at least one director who is neither an officer or employee of the Company nor an officer, employee or Affiliate of GEI or Warburg (the "Independent Director"). The Independent Director shall be selected by the unanimous approval of the Board. The Board shall take such action as may be necessary so that each from time to time to cause the board of directors of Eagle Family Foods, Inc., a wholly owned subsidiary of the following occurs and remains in effect from the first stockholders' meeting Company, to be identical to that of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) membersBoard. (bii) Subject In the event that any Institutional Director is unable to subsections serve, or once having commenced to serve, is removed or withdraws from the Board (c) and (da "Withdrawing Director"), two such Withdrawing Director's replacement (2the "Substitute Director") will be designated by the Institutional Investor having nominated such Institutional Director. An Institutional Director may be removed, with or without cause, by the Institutional Investor having nominated such Institutional Director, and such Institutional Investor shall thereafter have the right to nominate a replacement for such Institutional Director. The Investors and the Company agree to take all action within their respective power, including but not limited to, the voting of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of all shares of Common Stock capital stock of the Company owned by it on them, to cause the Effective Date election of such Substitute Director promptly following his or her nomination pursuant to this Section 1(b)(ii). (iii) Without the consent of a majority of the Board, which majority shall include, as defined belowlong as GEI is entitled to designate a director pursuant to this Section 1, at least one GEI Director and, as long as Warburg is entitled to designate a director pursuant to this Section 1, at least one Warburg Director, the Company shall not, and shall cause Eagle Family Foods, Inc. and each of their respective Subsidiaries not to: (A) approve any annual budget (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTYBudget") or any material amendment or modification thereto; (B) make or incur any capital expenditures or investments not contemplated by the Budget in excess of $500,000; (C) merge or consolidate with any other Person (other than a merger or consolidation with a wholly owned subsidiary of the Company); (D) sell or contribute, such One-Third Selling Party shall only be entitled to select one other than sales of inventory in the ordinary course of business, assets in excess of $500,000; (1) director liquidate or dissolve, (2) file, or consent by answer or otherwise to the Company's Board filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of Directors such that any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (3) make an assignment for the Board benefit of Directors will consist its creditors, or (4) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property; (F) acquire any business (whether by acquisition of assets, stock or otherwise); (G) issue any equity securities other than Plan Stock (each, as defined in Section 1(c)(i) hereof); (H) incur any indebtedness for borrowed money, other than indebtedness outstanding on the date hereof (including additional borrowings permitted under the facilities in effect on the date hereof); (I) enter into any new line of business; (J) enter into any joint venture or strategic alliance with any Person; (K) enter into any agreement having a duration in excess of one (1) individual selected by year or cumulative obligations in excess of $1,000,000; (L) pay or declare any dividend, or repurchase or redeem any shares of capital stock; (M) amend or modify the One-Third Selling Party Company's Certificate of Incorporation or bylaws; (N) amend, modify or by a "majority vote" terminate any employment agreement between the Company and any executive officer of the OneCompany; (O) grant any stock options or other equity-Third Selling Party if the One-Third Selling Party is the Losi Entities)based awards, three or authorize any senior management compensation plans or arrangements; (3P) individuals selected by Remy hire or a "majority vote" fire any executive officer of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy.Company; (dQ) If at enter into any time during the term hereof either Remytransaction with any officer, on the one hand, director or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock Affiliate of the Company owned by it on (including, without limitation, GEI or Warburg); (R) make any loan or guarantee the Effective Date indebtedness of any Person, except in the ordinary course of business; (as defined belowS) enter into, amend, modify or terminate any agreement, including any collective bargaining agreement, with any union; (for purposes of this subsection only, such party shall be referred to as T) approve or adopt (other than the "TWO-THIRDS SELLING PARTY"Stock Plan), such Two-Thirds Selling Party shall not be entitled amend, modify or terminate any stock plan, 401(k) plan, defined benefit or defined contribution plan or similar employee benefit plan; or (U) enter into any agreement to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" do any of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesforegoing.

Election of Directors. Each of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Board shall consist of up to seven (7) members, composed as follows: (i) Two (2) members designated jointly by the holders of Common (excluding for this purpose any Conversion Stock), one of whom shall be (A) Robexx Xxxxx, xx (B) if Robexx Xxxxx xx not the President of the Company's Board , the President of Directors the Company; (ii) Three (3) members designated jointly by the Series C Preferred Holders; (iii) One (1) member designated jointly by each Holder who shall have no more than six purchased at least 750,000 shares of Series D Preferred pursuant to the Series D Purchase Agreement; and (6iv) members.One (1) member unrelated to any of the Preferred Holders designated jointly by the members of the Board designated pursuant to clauses (i) and (ii) of this Section 3(a). The Shareholders agree that, so long as BJW continues to own Series D Preferred, the Shareholders shall use their best efforts to elect Leonxxx X. Xxxxxxxxx xx Chairman of the Company. The persons appointed as directors pursuant to this Section 3 as of the execution of this Agreement are as set forth on the attached Exhibit A. (b) Subject In each case where the holders of Common, the Preferred Holders or Preferred Holders holding a designated class of Preferred shall have the right to subsections (c) and (d)designate a director or directors jointly, two (2) such right shall be exercised upon the vote or written consent of the holders of Common or the Preferred Holders acting as a class, as the case may be, holding a majority of the relevant class of Shares held by all of the holders of such class of Shares at the time such designation is to be made, provided that a holder of Common or a Preferred Holder shall not participate in the selection of directors shall be individuals selected by Remy, two as provided in this Section 3 from and after the time such holder of Common or Preferred Holder holds less than the sum of (2i) of such directors shall be individuals selected by a "majority vote" 40% of the Losi Entities and two Preferred purchased by such Person pursuant to the Series B Purchase Agreement, plus (2ii) of such directors shall be "independent directors" approved by each 40% of the Losi Entities and Preferred purchased by Remysuch Person pursuant to the Series C Purchase Agreement, plus (iii) 40% of the Preferred purchased by such Person pursuant to the Series D Purchase Agreement, plus (iv) 40% of the New Securities which such Person may be entitled to purchase pursuant to Section 6 below. (c) If at any time during The parties agree to take all actions necessary to implement the term hereof either Remyprovisions of this Section 3, on including without limitation the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) voting of the number of their shares of Common Stock or Preferred, the execution of written consents, the calling of special meetings, the waiving of notice, and the attendance of meetings. All parties specifically agree that the provisions of this Section 3 constitute a voting agreement under Section 7.70 of the Illinois Business Corporation Act, and, in connection therewith, each party hereby grants the secretary of the Company owned by it on the Effective Date (as defined below) (an irrevocable proxy to cast all of such party's votes for purposes of directors selected in accordance with this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (Section 3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) The Company shall reimburse all reasonable expenses of the number persons serving as directors pursuant to Section 3 hereof incurred in serving as directors attending any meetings of shares the Board or any committee thereof (whether such service and attendance is in person or by telephone), including (i) coach-class airfare for attendance at Board meetings by out-of-town directors, and (ii) reasonable expenses incurred in connection with the performance of Common Stock other services on behalf of the Company owned for which prior approval has been received from the Board. (e) The Company will furnish each Preferred Holder holding, in the aggregate, at least 4 1/2% or more of the total Shares outstanding from time to time, with at least five days' prior written notice of each meeting of the Board, and such Holder or a Person designated by it on such Holder may attend any such meeting as an observer. The Company will also furnish each such Holder with copies of all actions of the Effective Date Board taken without a meeting, whether by written consent or otherwise. Notwithstanding the foregoing, (i) such Holder or other Person shall agree to hold in confidence and trust as defined below) (for purposes of fiduciary all information furnished to or learned by such Holder or Person pursuant to this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"(e), and (ii) the Company may exclude such Two-Thirds Selling Party shall not be entitled Holder or other Person from any portion of any such meeting, and may decline to select a director furnish any such information, to the Company's Board of Directors such extent that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as counsel to the selection of Company deems necessary in order to protect the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, attorney-client privilege between the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) Company and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesits counsel.

Election of Directors. Each of the parties agrees Stockholder shall take or cause to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all be taken such other action actions as may be necessary so that each required from time to time to establish and maintain the number of persons comprising the following occurs and remains in effect from the first stockholders' meeting Board of Directors of the Company held after the date hereof throughout the term of this Agreementat nine (9), and to elect as directors: (ai) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) persons designated by the holders of such directors a majority of the outstanding shares of Common Stock (excluding any shares of Common Stock issued or issuable upon conversion of the Preferred Stock), who shall be, initially, Xxxx Xxxxxx and Miles Xxxxxxx; (ii) one (1) person designated by a majority of the outstanding shares of Common Stock held by the Founders, who shall be, initially, Xxxx Xxxxxxx; (iii) three (3) persons (each a “Preferred Stock Director” and collectively the “Preferred Stock Directors”) designated by the holders of a majority of the outstanding shares of Preferred Stock, voting together as one class on an as-converted basis, each of whom shall be individuals selected designated as follows: (A) one (1) of whom shall be designated by Remythe holders of a majority of the outstanding shares of Series C Stock, who shall be, initially, Xxxx Xxxxxxxxx (and, for as long as Hanseatic shall continue to hold securities of the Company representing at least one-half of the voting power of the Series C Stock held by Hanseatic as of the date hereof, shall continue to be designated by Hanseatic); (B) one (1) of whom shall be designated by the holders of a majority of the outstanding shares of Series C-1 Stock, who shall be, initially, Shamez Kanji; and (C) one (1) of whom shall be designated by the holders of a majority of the outstanding shares of Series E Stock (the “Series E Designee”), who shall be, initially, Xxxxxxx Xxxxx; (iv) two (2) of such directors shall be individuals selected persons proposed by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock Chief Executive Officer of the Company owned and jointly agreed upon by it on the Effective Date other directors, who shall be, initially, Xxxxx Xxxxxxxx and Xxxxxxx XxXxxxxx; and (as defined belowv) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected person proposed by the One-Third Selling Party (or Series E Designee and agreed upon by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent other directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each In any election of the parties agrees to vote all directors of the Company's stock , whether at a general meeting or by written consent, the Founders and each Investor shall each vote (or execute any written consent with respect to) such number of Preferred Shares or Ordinary Shares then owned by it them (or as to which it has a right to vote (the "STOCK"they then have voting power) and to take all such other action as may be necessary so that each of to elect the following occurs and remains in effect from individuals to the first stockholders' meeting of the Company held after the date hereof throughout the term of this AgreementBoard: (a) The Company's Board two (2) representatives selected by the holders of Directors shall have no more than six the outstanding Ordinary Shares (6excluding for this purpose any Conversion Shares converted from the Preferred Shares) members.and Series A Preferred Shares, voting together as a single class; (b) Subject to subsections one (1) representative selected by the holder of a majority of the Series B Preferred Shares (the “Series B Director”), which representative shall be designated by The CID Group so long as The CID Group and its Affiliates collectively hold at least 1,500,000 Series B Preferred Shares (or Conversion Shares converted therefrom); (c) one (1) representative selected by the holder of a majority of the Series C Preferred Shares (the “Series C Director”), which representative shall be designated by Macquarie Group Limited (“Macquarie”) so long as Macquarie and its Affiliates hold at least 1,500,000 Series C Preferred Shares (or Conversion Shares converted therefrom); (d), ) two (2) of such directors shall be individuals representatives selected by Remy, two (2) the holder of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two Series D Preferred Shares (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"“Series D Directors”), such One-Third Selling Party shall only be entitled to select one (1) director to of which representatives shall be designated by Xxxxx Xxxxx (AEM3) Ltd. (“Actis”) so long as Actis and its Affiliates hold at least 1,500,000 Series D Preferred Shares (or Conversion Shares converted therefrom) (the Company's Board of Directors such that the Board of Directors will consist of “Initial Closing Series D Director”), and one (1) individual selected of which representatives shall be designated by the One-Third Selling Party GL Asia Mauritius II Cayman Ltd. (“GLAM”) so long as GLAM and its Affiliates hold at least 1,500,000 Series D Preferred Shares (or by a "majority vote" of Conversion Shares converted therefrom) (the One-Third Selling Party if “Subsequent Closing Series D Director”); provided that the One-Third Selling Party is Subsequent Closing Series D Director shall only be appointed to the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of Board upon the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date Subsequent Closing (as defined belowin the Series D Purchase Agreement) in which GLAM purchases 12,972,159 Series D Preferred Shares (for purposes the “GLAM Subsequent Closing”) and prior to such GLAM Subsequent Closing, the holders of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party Series D Preferred Shares shall not be entitled have any right to select a director to the Company's Board of Directors appoint such that the Board of Directors will consist of four Subsequent Closing Series D Director; and (4e) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy representative unanimously selected by all other directors of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nomineesBoard.

Election of Directors. Each of the parties agrees to The Holders shall vote all their respective shares of the Company's capital stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each in favor of the following occurs and remains in effect from nominees to the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors who are nominated as follows: (i) for as long as at least 100,000 shares of Series A Preferred are outstanding, the holders of at least one-half (50%) the Series A Preferred then outstanding shall be entitled to nominate one (i) representative to be elected as a member of the Company's Board of Directors; (ii) for as long as at least 200,000 shares of Series B Preferred are outstanding, FBR Technology Venture Partners I, LP shall be entitled to nominate one (1) representative to be elected as a member of the Company's Board of Directors and Mayfxxxx Xxxd, LP shall be entitled to nominate one (1) representative to be elected as a member of the Company's Board of Directors; (iii) for as long as B & T holds at least 500,000 shares of Common Stock, B & T shall have no more than six the right to nominate one (61) members.representative to be elected as a member of the Company's Board of Directors; (biv) Subject for as long as at least 900,000 shares of Series C are outstanding (as adjusted for stock splits, combinations, dividends or similar recapitalizations) shall remain outstanding, Tribune Company shall be entitled to subsections nominate one (c1) and representative; (d)v) for so long as Eric X. Xxxx xxxtinues in the employ of the Company or holds at least 100,000 shares of Common Stock, two Eric X. Xxxx xxxll be entitled to nominate a member of the Company's Board of Directors; (2vi) for so long as Timoxxx X. Xxxx xxxtinues in the employ or the Company or holds at least 100,000 shares of Common Stock, Timoxxx X. Xxxx xxxll be entitled to nominate a member of the Company's Board of Directors; and (vii) any representatives to be elected as a member of the Company's Board of Directors to replace any representative due to the failure of the named parties in paragraphs (i) through (vi) above to continue to meet the conditions of such directors respective provisions, shall be individuals selected by Remy, two (2) mutually agreed upon between the Company and the holders of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock then outstanding Preferred Stock, which approval may be withheld or given in the sole and absolute discretion of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" holders of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by RemyPreferred Stock. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.

Election of Directors. Each Class B-1 Director. Until the earlier of (i) such time as TPG, together with its Affiliates, beneficially owns (as interpreted under Rule 13d-3 of the parties agrees to vote all Exchange Act) less than 4% of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of outstanding shares of Common Stock of the Company owned by it on the Effective Date or (ii) such time as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of no shares of Class B-1 Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best effortsremain outstanding, the parties cannot agree on the selection holders of both individuals who will serve Class B-1 Common Stock, acting as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee)separate class, shall be entitled to select vote (or provide written consent) to elect one director to the second independent Board (such director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy any successor thereof elected or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it appointed by the other party holders of Class B-1 Common Stock, the “Class B-1 Director”); provided, that such Class B-1 Director must meet the general qualifications of a member of the Board and be approved by the Nominating Committee of the Board. Thereafter, subject to the final sentence of this ARTICLE SEVENTH, Section 1, the holders of Class B-1 Common Stock, acting as a separate class, shall be entitled to select another individual from remove or replace the same list Class B-1 Director provided, that any successor Class B-1 Director must meet the general qualifications of nomineesa member of the Board as determined by the Nominating Committee of the Board. Notwithstanding the foregoing, if for any period greater than 20 consecutive days TPG, together with its Affiliates, beneficially owns less than 4% of the outstanding shares of Common Stock, (A) TPG shall promptly cause the then-serving Class B-1 Director, if any, to offer his or her resignation to the Corporation and (B) all rights of the holders of Class B-1 Common Stock under this ARTICLE SEVENTH, Section 1 shall expire.

Election of Directors. Each (i) Commencing with the first annual meeting of the parties agrees to vote all Members following the date LSCP, LLLP is no longer a Class A Member of the Company or holds less than 5% of the issued and outstanding Units of the Company's stock owned by it or which it has a right to vote (the "STOCK") , and to take all such other action as may be necessary so that at each of the following occurs and remains in effect from the first stockholders' annual meeting of the Company held after Members thereafter, the Class B Members shall elect Directors for staggered terms of three (3) years (except as hereafter provided with respect to the initial terms of Group I and Group II Directors) and until a successor is elected and qualified, or until the earlier death, resignation, removal or disqualification of any such Director. Prior to expiration of their terms, the appointed Directors shall conduct a lottery to separately identify the Director positions to be elected by Class B Members at the first annual meeting following the date hereof throughout on which LSCP, LLLP is no longer a Class A Member of the Company, and shall so classify each such Director position as Group I, Group II or Group III, with such classification to serve as the basis for the staggering of terms among the elected Directors. The term of this Agreement: (a) The Company's Board of Group I Directors shall have no more than six expire first (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the initial term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), year with successors elected to three (3) individuals selected year terms thereafter), followed by Remy or a "majority vote" those of the Losi Entities Group II Directors (whichever is not the One-Third Selling Party) and initial term of two (2) individuals selected years with successors elected to be the "independent directors" approved by each three (3) year terms thereafter), and then Group III Directors (initial and subsequent terms of the Losi Entities and by Remy. three (d3) years). If at any time during the term hereof either Remynumber of Directors is changed as provided in this Article V, on the one handnumber of Group I, or the Losi EntitiesGroup II and Group III Directors shall be adjusted, collectivelyas necessary, on the other hand, owns less than or equal to thirty-three and so that approximately one-third (1/3) of the Directors are elected at each annual meeting of the Members. Nominees for open Director positions shall be elected by a plurality vote of the Members so that the nominees receiving the greatest number of votes relative to the votes cast for their competitors shall be elected as Directors. Members shall not be allowed to cumulate their votes in electing Directors. (ii) Prior to the first annual meeting of the Members following the date LSCP, LLLP is no longer a Class A Member of the Company or holds less than 5% of the issued and outstanding Units of the Company, one or more nominees for Director positions up for election shall be named by the then current Directors appointed by LSCP,LLLP or by a nominating committee established by such Directors. With respect to all elections of Directors occurring thereafter, one or more nominees for Director positions up for election shall be named by the then current Directors or by a nominating committee established by the Directors. Nominations for Directors may also be made by any Class B Member entitled to vote in the election of Directors. Any Class B Member that intends to nominate a Person for election as a Director may do so only if written notice of such Class B Member’s intent to make such nomination is given not less than sixty (60) nor more than ninety (90) days prior to the annual meeting of the Company at which such elections are to be held. Each such notice shall set forth: (i) the name and address of the Class B Member who intends to make the nomination; (ii) a representation that the Class B Member is a holder of record of Class B Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Class B Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (33 1/35%) of the number of shares of Common Stock of then outstanding Class B Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company owned by it on to determine the Effective Date (as defined below) (for purposes eligibility of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual proposed nominee to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy Director of the names Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not less than five (5) made in accordance with the foregoing procedures, and not more than ten (10) individuals who constitute if he should so determine, he shall so declare to the Losi Entities' nominees for meeting and the position of independent director, from which list, Remy defective nomination shall be entitled to select one disregarded. (1iii) individual to serve as an independent director. Beginning in 1998, if on The amendment or before July 31 in any year during the term repeal of this Agreement, Section or the parties hereto have agreed on adoption of any provision inconsistent therewith shall require the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection approval of a second individual, then either Remy or majority of the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it Membership Voting Interests held by the other party shall be entitled to select another individual from Class B Members represented at a meeting of the same list of nomineesMembers (in person, by proxy, or by mail ballot).

Election of Directors. Each of the parties agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Company shall use its best efforts to ensure that meetings of the Board are held at least once every three months and to meet not less than four times per year. The Board shall initially consist of Directors shall have no more than six (6) seven members. (b) Subject Prior to subsections (c) and (d)a QIPO, two (2) of such directors the Stockholders agree that all shares held by them or their transferees shall be individuals selected voted at each annual and special meeting of the stockholders of the Company at which, and each action by Remywritten consent of the stockholders of the Company by which, members of the Board of Directors of the Company are to be elected, to elect to the Board: (i) one nominee of Grotech; (ii) one nominee of NEA; (iii) one nominee of X. Xxxxxx; (iv) one nominee of X. Xxxxxx, (v) two (2) nominees of such directors X. Xxxxxx and X. Xxxxxx who shall be individuals selected by a "majority vote" reasonably acceptable to the Investor Directors; and (vi) one nominee of Reuters so long as Reuters holds at least 25% of the Losi Entities and two (2) of such directors shall be "independent directors" approved Series E Preferred initially purchased by each Reuters under the Purchase Agreement and, thereafter, one nominee of the Losi Entities Series E Investors for so long as they hold the Minimum Series E Shares. The Directors nominated by Grotech, NEA, and by Remythe Series E Investors as contemplated in this Section 7.1 are referred to as the “Investor Directors.” (c) If at any time during Prior to a QIPO, each of Grotech, Blue Chip, NEA, Reuters and MCI shall have the term hereof either Remyright to designate an observer to attend the Company’s Board of Directors, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party who shall be referred to as the "ONE-THIRD SELLING PARTY"), such One-Third Selling Party shall only be entitled to select one (1) director reasonably acceptable to the Company's Board of Ferber Directors such and shall have no right to vote on any matter that comes before the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by RemyDirectors. (d) If at any time during Prior to a QIPO, X. Xxxxxx and X. Xxxxxx shall have the term hereof either Remyright, on the one handacting together, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred designate an observer to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to attend the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's ’s Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled reasonably acceptable to select another individual from the same list Investor Directors and shall have no right to vote on any matter that comes before the Board of nomineesDirectors.

Election of Directors. Each of the parties hereto agrees to vote all of the Company's stock owned by it or which it has a right to vote (the "STOCK") and to take all such other action as may be necessary so that each of the following occurs and remains in effect from the first stockholders' meeting of the Company held after the date hereof throughout the term of this Agreement: (a) The Company's Board of Directors shall have no more than six (6) members. (b) Subject to subsections (c) and (d), two (2) of such directors shall be individuals selected by Remy, two (2) of such directors shall be individuals selected by a "majority vote" of the Losi Entities and two (2) of such directors shall be "independent directors" approved by each of the Losi Entities and by Remy. (c) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns more than thirty-three and one-third percent (33 1/3%) but less than or equal to sixty-six and two-thirds percent (66 2/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, the Company now owned or hereafter acquired by such party (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and the Company agrees to take all actions (including, but not limited to the nomination of specified persons) to cause and maintain the election to the Board of Directors of the Company, to the extent permitted pursuant to the Company's certificate of incorporation, the following: (i) one (1) person designated by the parties hereto holding a majority of the outstanding shares of Common Stock held by the parties hereto, who shall be Xxxxx X. Xxxxxx, at all times so long as he remains an employee of the Company; (ii) the Chief Executive Officer ("CEO") of the Company, who shall initially be Xxxx X. Xxxxx III; (iii) one (1) person designated by Xxxxxxx River Partners XI, L.P. ("CRP"), who shall initially be Xxxxx Xxxxxxx, provided that CRP shall maintain this right so long as it continues to hold 20% or more of the shares of any series of Preferred Stock originally issued to it; (iv) one (1) person designated by Sigma Partners, L.P. ("Sigma"), who shall initially be Xxxx Gretsch, provided that Sigma shall maintain this right so long as it continues to hold 20% or more of the shares of Series A Preferred Stock originally issued to it; (v) one (1) person designated by Toronto Dominion Capital (U.S.A.), Inc. ("TD Capital"), who shall initially be Xxxxxx Xxxx, provided that TD Capital shall maintain this right so long as it continues to hold 20% or more of any series of Preferred Stock originally issued to it; and (vi) two (2) persons who shall be designated by the parties hereto holding a majority of the Stock (on an as-converted basis) held by the parties hereto, one of whom shall initially be Xxxxxxx Xxxxx. The directors elected pursuant to clauses (iii), (iv) and (v) are sometimes referred to as the "ONE-THIRD SELLING PARTYInvestor Directors."), such One-Third Selling Party shall only be entitled to select one (1) director to the Company's Board of Directors such that the Board of Directors will consist of one (1) individual selected by the One-Third Selling Party (or by a "majority vote" of the One-Third Selling Party if the One-Third Selling Party is the Losi Entities), three (3) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the One-Third Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. (d) If at any time during the term hereof either Remy, on the one hand, or the Losi Entities, collectively, on the other hand, owns less than or equal to thirty-three and one-third percent (33 1/3%) of the number of shares of Common Stock of the Company owned by it on the Effective Date (as defined below) (for purposes of this subsection only, such party shall be referred to as the "TWO-THIRDS SELLING PARTY"), such Two-Thirds Selling Party shall not be entitled to select a director to the Company's Board of Directors such that the Board of Directors will consist of four (4) individuals selected by Remy or a "majority vote" of the Losi Entities (whichever is not the Two-Thirds Selling Party) and two (2) individuals selected to be the "independent directors" approved by each of the Losi Entities and by Remy. Each of the parties hereto agrees that it shall use its best efforts to reach an agreement as to the selection of the individuals who will serve as independent directors. Beginning in 1998, if, despite these best efforts, the parties cannot agree on the selection of both individuals who will serve as independent directors on or before July 31 in any year during the term of this Agreement, Remy shall submit a list to the Losi Entities of not less than five (5) and not more than ten (10) individuals who constitute Remy's nominees for the position of independent director, from which list, the Losi Entities shall, by majority vote, be entitled to select one (1) individual to serve as an independent director. Similarly, the Losi Entities shall submit a list to Remy of the names of not less than five (5) and not more than ten (10) individuals who constitute the Losi Entities' nominees for the position of independent director, from which list, Remy shall be entitled to select one (1) individual to serve as an independent director. Beginning in 1998, if on or before July 31 in any year during the term of this Agreement, the parties hereto have agreed on the selection of one (1) individual to serve as an independent director (the "AGREED NOMINEE") and cannot agree on the selection of a second individual, then either Remy or the Losi Entities, collectively (whichever party originally nominated or suggested the Agreed Nominee), shall be entitled to select the second independent director from a list of not less than five (5) and not more than ten (10) individuals chosen by either Remy or the Losi Entities (whichever party did not originally nominate or suggest the Agreed Nominee). In the event that an individual selected under this paragraph to serve as an independent director declines to serve on the Company's Board of Directors, then the party who selected said individual from the list of nominees provided to it by the other party shall be entitled to select another individual from the same list of nominees.