Common use of Election of Directors Clause in Contracts

Election of Directors. On all matters relating to the election of one or more directors of the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Shares.

Election of Directors. On (i) Subject to Sections 2(a)(ii) and (iii), the Shareholders and the Company shall take all matters relating to reasonable action within their respective power, including the election voting of one (or more directors acting by written consent with respect to) all shares of the CompanyCompany Owned by them, each Shareholder required to cause the Board to have no greater than five (5) members, (A) one of which shall vote at the general meetings be appointed by a majority of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage Series A Investors (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series C Purchaser (the “Series C A Director”) for so long as the Series C Purchaser (and its permitted transferees) holds A Investors collectively Own at least 3.417.8% of the issued and then outstanding Shares shares of the Company Common Stock (calculated on a fully diluted and an as-converted basis); , (cB) one (1) director of which shall be designated jointly appointed by Jacky Holdco and Xxxx Holdco a majority of the Series B Investors (the “Series A B Director”, ” and together with the Series C Director and the Series D A Director, the “Investor Preferred Directors” and each an “Investor Director”) for so long as Jacky Holdco and Xxxx Holdco (and their permitted transferees) together hold the Series B Investors collectively Own at least 5021.1% of the issued and then outstanding Series A Preferred Shares purchased by Jacky Holdco and Xxxx Holdco under the Series A Share Subscription Agreement shares of Common Stock (or the Ordinary Shares issued upon conversion calculated on an as-converted basis), (C) two of such Series A Preferred Shares); (d) one (1) director which shall be designated appointed by Novel Lead Midco (the “Novel Lead ICP-Canada Directors”); and (D) one of which shall be either Xxxxxx Xxxxxxxx or Xxx Xxxxx, as jointly selected and appointed by the Preferred Directors and the ICP-Canada Directors (the “Appointed Director”). As of the date hereof, the 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 take all reasonable action within their respective power, including the voting of (or acting by written consent with respect to) all shares of the Company Owned by them, required to cause the Board to have no greater than five (5) members, appointed in proportion to the percentage of Common Stock, calculated on an as-converted basis, Owned by each Shareholder; provided, however, that Midco shall be entitled to appoint at least one Director (thereafter referred to as the “ICP-Canada Director(s)”) for so long as Novel Lead (and its permitted transferees) holds Midco Owns at least 505% of the issued and then outstanding Ordinary Shares purchased by Novel Lead under shares of Common Stock (calculated on an as-converted basis). (iii) Each of the subscription agreement dated as Preferred Directors, each of August 25, 2014 by and between Novel Lead the ICP-Canada Directors and the Company; Appointed Director will be required to meet the individual qualifications and requirements for directors under applicable law and (e) five (5) directors shall be designated by , as applicable, the holders of a majority rules and regulations of the issued and outstanding Ordinary SharesRegulatory Authorities.

Election of Directors. On all matters relating to the election of one or more directors of the Company, each Shareholder the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall vote at consent pursuant to an action by written consent of the general meetings holders of capital stock of the Company, or give written consents with respect to all their Shares, ) so as to elect directors to members of the Company’s Board in of Directors (the following manner“Board”) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the “CEO”), who initially shall be Xxx Xxxxxxxx; (ii) one (1) director who shall be designated by Famous Voyage a majority in interest of the 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 any stock split, reverse stock split or similar event), who initially shall be 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 adjustment for any stock split, reverse stock split or similar event), and who may continue to be Xxxx Xxxxxxx so long as so designated by XXxxxx; (v) (A) one director who shall be designated by X. Xxxxx Principal Investments, LLC (“BRPI”) (1) during such time as the Subordinated Term Loan and Security Agreement between the Company and BRPI (the “Series D DirectorLSA”) remains in effect; or (2) 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 Xxxx Xxxx; and (B) following conversion of the BRPI Note, in the event BRPI receives less than 7,000,000 shares of Series A-3 Preferred thereupon, and for so long as Famous Voyage BRPI continues to hold any shares of Series A-3 Preferred, one director who shall be an industry representative not affiliated with the Company or any Investor, who shall be designated by BRPI and subject to approval, which shall not be unreasonably withheld, of the Existing Preferred Representative; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (“Motorola”) or its affiliates, provided that Motorola and its permitted transferees) holds affiliates hold at least 80% seven million (7,000,000) shares of the issued and outstanding Series D Preferred Shares purchased by Famous Voyage under the Series D Share Subscription Agreement I (subject to adjustment for any stock split, reverse stock split or the Ordinary Shares issued upon conversion of such Series D Preferred Sharessimilar event); (bvii) one (1) director who shall be designated by the Series C Purchaser JVC KENWOOD Corporation (the “Series C DirectorJKC”) for so long as the Series C Purchaser (or its affiliates, provided that JKC and its permitted transferees) holds affiliates hold at least 3.41% four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event). In the event that the Company consummates an “Acquisition” as defined in Article IV Section F.4. of the issued and outstanding Shares Certificate, the Company shall use commercially reasonable efforts to cause the successors of the Company to (calculated i) maintain JKC’s right to designate a representative of JKC to the board of the surviving corporation and (ii) assume the Company’s obligations with respect to indemnification of the 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), or to fill any vacancy created by the 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 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 this Agreement agrees to vote all its Series Preferred for the nominee selected by a fully diluted majority of the 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); (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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Shares.

Election of Directors. On Each of the parties agrees to vote all matters relating to the election of one or more directors 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 Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to following occurs and remains in effect from the Board in first stockholders' meeting of the following mannerCompany 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 shall be designated by Famous Voyage (to the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% Company's Board of Directors such that 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 Board of such Series D Preferred Shares); (b) Directors will consist of one (1) director shall be designated individual selected by the Series C Purchaser One-Third Selling Party (the “Series C Director”) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41% or by a "majority vote" of the issued 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 outstanding Shares 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 (calculated 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 fully diluted list to the Losi Entities of not less than five (5) and as-converted basis); not more than ten (c10) 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) director 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 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 designated by Novel Lead (entitled to select the “Novel Lead Director”) for so long as Novel Lead (and its permitted transferees) holds at least 50% second independent director from a list of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) not less than five (5) directors 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 designated by entitled to select another individual from the holders same list of a majority of the issued and outstanding Ordinary Sharesnominees.

Election of Directors. On all matters relating (a) Following the Closing Date, the Voting Group shall have the right, but not the obligation, to nominate to the election Board a number of one designees equal to: (i) nine (9) Directors, so long as the Voting Group beneficially owns 35% or more directors of the Company’s outstanding shares of Common Stock, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors which (subject to the Board in proviso below) (A) seven (7) of such designees shall be nominated by the following manner: Yucaipa Voting Group Member, (aB) one (1) director of such designees shall be designated nominated by Famous Voyage the Caring Voting Group Member and (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (bC) one (1) director of such designees shall be designated nominated by the Series C Purchaser Xxxxx Voting Group Member; (the “Series C Director”ii) for six (6) Directors, so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41Voting Group beneficially owns 15% or more, but less than 35%, of the issued and Company’s outstanding Shares shares of Common Stock, of which (subject to the Company proviso below) (calculated on a fully diluted and as-converted basis); A) four (c4) of such designees shall be nominated by the Yucaipa Voting Group Member, (B) one (1) director of such designees shall be designated jointly nominated by Jacky Holdco the Caring Voting Group Member 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (dC) one (1) director of such designees shall be designated nominated by Novel Lead 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 “Novel Lead DirectorRelevant Criteria”). Each such person whom the Voting Group or any member thereof shall actually nominate pursuant to this Section 3.1(a) for so long and who is thereafter elected to the Board to serve as Novel Lead a Director shall be referred to herein as a “Voting Group Designee.” (b) 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 its permitted transferees) holds at least 50the Voting Group beneficially owns less than 9% of the issued total outstanding shares of Common Stock, such member shall have the right, but not the obligation, to nominate 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 outstanding Ordinary Shares purchased who 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), together with any Voting Group Designee(s), shall be referred to herein as “Board Designees.” (c) Each member of the Voting Group hereby agrees to vote its shares of Common Stock in favor of the designees nominated pursuant to Section 3.1(a), and to take such actions as are within their power to procure that each such designee nominated by Novel Lead under the subscription agreement dated Voting Group pursuant to Section 3.1(a) is elected as a Director. (d) In the event that (i) the Voting Group has nominated fewer than the total number of August 25designees the Voting Group shall be entitled to nominate pursuant to Section 3.1(a) or (ii) any member of the Voting Group has not nominated the designee such member shall be entitled to nominate pursuant to Section 3.1(b), 2014 by and between Novel Lead the 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 Company; andDirectors 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 such additional individuals, whether by increasing the size of the Board, or otherwise and (y) 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. (e) five (5) directors shall be designated In the event that a vacancy is created at any time by the holders death, retirement or resignation of any Board Designee, the remaining Directors and the Company shall, to 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 majority Voting Group Designee) or the applicable member of the issued Voting Group (in the case of a Member Designee) as soon as possible. (f) The Company agrees, to the fullest extent permitted by applicable Law, to include in the slate of nominees recommended by the 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 outstanding Ordinary Sharesto 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 3.1(f), to identify such individual as a Board Designee pursuant to this Agreement.

Election of Directors. On all matters relating to (a) At each annual meeting of the election shareholders of one or more the Company, and at each special meeting of the shareholders of the Company called for the purpose of electing directors of the Company, each Shareholder and at any time at which shareholders of the Company shall have the right to, or shall, vote at the general meetings for directors of the Company, or give written consents with respect to then, and in each event, the Shareholders shall vote all their SharesShares owned by them for the election of a Board of Directors consisting of seven (7) directors, to elect directors to the Board designated in the following manner:manner designated below (subject to adjustment in accordance with the provisions of this Section 6): (ai) one two (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (52) directors shall be designated by the holders of Investors holding a majority of the issued 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 Ordinary SharesCommon 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 shall be calculated to include the Series B Preferred Stock on an as converted basis), acting as a group (the "Independent Director"); and (iv) any director designated pursuant to Sections 6(a)(i), (ii) and (iii) shall not be subject to removal without the consent of the party or parties appointing such director(s) and upon any removal of such director (including due to the death or disability of such director), the director shall be replaced by the party or parties electing the removed director. (b) 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 repurchase the Shares held by the Investors pursuant to the terms of the Redemption Agreement, or (iii) 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 (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, then the number of directors constituting the Board of Directors shall be increased to either eleven (11) 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 designated by the Investors owning at least a majority of the Shares held by all Investors), 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 action as shall be required to fix the number of directors at eleven (11) and for the election of the four (4) additional directors as shall be designated by the Investors. (c) The Company shall reimburse all reasonable direct costs and expenses incurred by directors in attending meetings of the Board of Directors of the Company.

Election of Directors. On From and after the date hereof, each --------------------- Holder agrees to vote (including by execution of a written consent or in any other manner permitted by law, the Charter and the Company's By-laws) all matters relating of his or its Shares and any other voting securities of the Company over which he or it has 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 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 "Board") ----- to have the following constituency: At all times prior to the election of one or more directors of the CompanyIPO Date, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following mannershall consist of not more than seven (7) members designated as follows: (ai) The Capital Resource Parties shall be entitled to designate two (2) representatives as long as they hold at least twenty percent (20%), 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 as a "CR Representative"). ----------------- (ii) The Sandler Parties shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) entitled to designate 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 as a "Sandler Representative"). ---------------------- (iii) Xxxxxx shall be entitled to designate four (4) representatives (the "Management Representatives") as long as the Xxxxxx Holders hold at -------------------------- least thirty-five percent (35%), three (3) representatives as long as the Xxxxxx Holders hold at least twenty-five (25%), and two (2) Representatives as long as the Xxxxxx Holders hold at least ten (10%) of the Number of Common Shares Outstanding; provided that one such designee shall be the Chief Executive Officer of the Company and two such designees (if there are three or more) shall be 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 designate one or more representatives pursuant to clauses (i), (ii) and (iii) above shall 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 designate one representative (the "CR Representative") as long as they hold at least ten ----------------- percent (10%) of the Number of Common Shares Outstanding, (ii) The Sandler Parties shall be entitled to designate one (1) 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 Series C Purchaser Company in accordance with applicable law, the Charter and the Bylaws; provided that in any event (A) the “Series C Director”) for so long as the Series C Purchaser (and its permitted transferees) holds Board shall at all times have at least 3.41% two Disinterested Outside Directors and (B) the Chief Executive Officer shall be a member of the issued 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 outstanding Shares then serving shall be re-elected if still eligible to serve as provided herein. However, 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 provisions of this Section 2 at any meeting of stockholders called for the purpose of electing directors hereunder. No party hereto shall vote to remove any member of the Company (calculated 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 the Board who was designated by such party. Any vacancy on a fully diluted and as-converted basis); (c) one (1) director the Board created by the resignation, removal, incapacity or death of any person designated under this Section 2.1 shall be filled by another person designated jointly by Jacky Holdco and Xxxx Holdco (in a manner so as to preserve 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% constituency of the issued and outstanding Series A Preferred Shares purchased by Jacky Holdco and Xxxx Holdco under the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) one (1) director shall be designated by Novel Lead (the “Novel Lead Director”) for so long Board as Novel Lead (and its permitted transferees) holds at least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Sharesprovided above.

Election of Directors. On The Company and the Stockholders shall --------------------- take all matters relating action, including but not limited to the election of one or more directors of the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect (i) instructing their director designees provided herein to all take such actions and (ii) voting their Shares, to elect directors 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 Board contrary in the following manner: (a) one (1) director foregoing sentence, the TRW Investor shall have none of the obligations described in the foregoing sentence during any time that the TRW Investor no longer has the right to 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 by Famous Voyage as follows: two (the “Series D Director”2) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director members shall be designated by the Series C Purchaser Xxx Investors (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-converted basis"THL Designees"); (c) ; one (1) director member shall be designated jointly by Jacky Holdco and Xxxx Holdco THL ------------- Equity Fund (the “Series A Director”"THL Equity Fund Designee" and, together with the Series C Director and THL ------------------------ Designees, collectively 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares"Xxx Designees"); (d) ; one (1) director member shall be designated ------------- by Novel Lead Xxxx Fund V (the “Novel Lead Director”"Xxxx Fund V Designee"); one (1) for so long as Novel Lead member shall be designated -------------------- by Xxxx Fund V-B (and its permitted transfereesthe "Xxxx Fund V-B Designee"); one (1) holds at least 50% of member shall be ---------------------- designated by BCIP (the issued and outstanding Ordinary Shares purchased by Novel Lead under "BCIP Designee" and, together with the subscription agreement dated as of August 25, 2014 by and between Novel Lead Xxxx Fund V ------------- Designee and the CompanyXxxx Fund V-B Designee, the "Xxxx Designees"); and one (e1) five (5) directors member -------------- shall be designated by the holders of TRW Investor (the "TRW Designee"); and one (1) member ------------ shall be designated by the Lead Investors, which designee shall be a majority member of the issued Company's or the Operating Company's management and outstanding Ordinary Shareswho initially shall be X. Xxx Xxxxxxxx (the "Lead Investors -------------- Management Designee"). The Xxxx Fund V Designee, the Xxxx Fund V-B Designees, ------------------- the BCIP Designee, the THL Designees and the THL Equity Fund Designee shall be referred to herein collectively as the "Inside Lead Investors Designees." --------------------------------

Election of Directors. On all matters relating The provisions of this Section 2.1 shall apply from and after the time that the series of Class A Common Stock other than Class A-1 Common Stock of the Company automatically convert into shares of Class A-1 Common Stock of the Company pursuant to the election terms of one or more directors the certificate of incorporation of the Company, each Shareholder shall vote at the general meetings . Each holder of Shares hereby agrees to cast all votes to which such holder is entitled in respect of the Company, or give written consents with respect to all their Shares, whether at any annual or special meeting, by written consent or otherwise, to elect directors to fix the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% number of members of 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 board of such Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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 directors of the Company (calculated on the "Board") at eight or such higher number as may be specified from time to time by the Majority Investors. The Board shall be 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 any failure of any holder of Investors Shares to designate a fully diluted member of the Board of Directors), which shall in each case be elected as set forth in this Section 2.1 below. In the event that the number of members of the Board is greater than eight, at any time the number of Bain Directors, THL Directors, Blackstone Directors and as-converted basisOther 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 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 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 to elect as the Company's directors: (cA) 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) one (1) director shall be designated by Novel Lead Xxxx Capital VII Coinvest Fund, LLC, (the “Novel Lead Director”B) for so long as Novel Lead (and its permitted transferees) holds at least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) such other directors shall be designated by the holders Majority Bain Investors as the remaining Bain Directors, (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 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 issued entire Board, which majority shall include (i) at least one Bain Director and outstanding Ordinary Sharesone 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 given to the directors of the 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. On all matters relating to the election of one or more directors (i) As of the Companydate hereof, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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 Directors of the Company (calculated on a fully diluted the "Board") will consist of Joel Xxxxxxxx, Xxofxxxx X. Xxxxx, Xxsox X. Xxxxxxxxxx xxx Jamex X. Xxxxxx. Xxom and as-converted basis); (c) one (1) director shall be designated jointly by Jacky Holdco and Xxxx Holdco (after the “Series A Director”date hereof, together with the Series C Director Investors and the Series D DirectorCompany shall take all action within their respective power, including but not limited to, 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% voting of all shares of capital stock of the issued and outstanding Series A Preferred Shares purchased Company Owned by Jacky Holdco and Xxxx Holdco under them, required to cause the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion Board to consist of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) up to five (5) directors shall be 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 (i) 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 the outstanding Common Stock (assuming conversion of all Preferred Stock), two representatives designated by Warburg (each, a "Warburg Director"), provided, however, that in the holders of a majority event Warburg and its Affiliates Own Shares comprising at least five percent (5%) but less than fifteen (15%) of the issued 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 outstanding Ordinary Shares.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 Prudential, its Affiliate or Transferee, as the case may be (the "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 2(a)(i)(ii), "Transferees" shall mean the transferees of Series A Preferred Stock pursuant to

Election of Directors. On The Shareholders hereby agree that they will vote all matters relating to of the election Ordinary Shares then held by them at any meetings of the shareholders of the Company (or in any action in lieu thereof) in order that the Board of Directors of the Company shall be comprised of seven (7) members. So long as the Founders Parties (as defined below) shall (a) collectively own not less than thirty percent (30%) of the number of Ordinary Shares owned by them on the date hereof or (b) at least one or more directors of the Founders shall be serving as an employee of the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued Ordinary Shares held by the Founders Group (and outstanding if no such Ordinary SharesShares 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 (collectively, the "Founder Directors"). So long as the IDB Group shall collectively own (A) not less than fifty percent (50%) of the number of Ordinary Shares owned by them on the date hereof, the holders of 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 them on the 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 election as directors of the 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 directors, collectively, the "GE Directors"). Each of the Founders Parties, the IDB Group and the GE Parties hereby agree to vote their Ordinary Shares at any meeting of the shareholders of the Company (or in any action in lieu thereof) in favor of the election of the Founder Directors, the IDB Directors and the GE Directors.

Election of Directors. On all matters relating (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 Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of one 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 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 issued and outstanding Common Stock, two Directors; and (B) if the VSCP Investor beneficially owns, directly or indirectly, 10% or more, but less than 25%, of the shares of the Company’s issued and outstanding Common Stock, one Director (in each case, each such person, a “VSCP Designee”). (ii) Following the 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 will be equal to one Director if Xxxxxxx beneficially owns, directly or indirectly, 10% or more of the shares of the Company’s issued and outstanding Common Stock (such person, the “Xxxxxxx Designee”). (iii) Directors are subject to removal pursuant to the applicable provisions of the Company Charter; provided, however, (A) 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 (B) VSCP shall have the right to request the removal of any VSCP Designee (with or without cause) nominated by the VSCP Investor, 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 (with or without cause) 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 removal. (iv) In the event that a vacancy is created at any time by death, disability, retirement, removal (with or without cause), disqualification, resignation or otherwise with respect to the VSCP Investor or Xxxxxxx (collectively, the “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 stockholders of the Company required by applicable Law or the Company Charter or the bylaws of the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors and notwithstanding anything to the Board contrary in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series C Purchaser (the “Series C Director”) this Agreement, for so long as the Series C Purchaser (and its permitted transferees) holds VSCP Investor beneficially owns, directly or indirectly, at least 3.4125% of the shares of the Company’s issued and outstanding Shares Common Stock, the Company shall take all Necessary Action to ensure that the number of Directors serving on the Board shall not exceed seven without the prior written consent of the Company (calculated on a fully diluted and as-converted basis);VSCP Investor. (cviii) For so long as the VSCP Investor is entitled to designate two Directors for election to the Board in accordance with the terms and conditions of this Agreement, the 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 the 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) 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares)VSCP Designee; (dB) The class II directors (whose term expires at the second annual meeting of stockholders at which directors are elected following completion of the IPO) shall include 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the CompanyVSCP Designee; and (eC) five The class III directors (5) whose term expires at the third annual meeting of stockholders at which directors shall be designated by the holders of a majority are elected following completion of the issued and outstanding Ordinary SharesIPO) shall include the Xxxxxxx Designee.

Election of Directors. On (a) The number of Directors initially shall 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 matters relating to the election of one or more directors of the CompanyDirectors 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, each Shareholder shall vote as long as (i) the holders of the Series A Preferred Units own at least 10% of the general meetings common equity of the Company, or give written consents (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 respect to all their Shares, to elect directors to the Board in the following manner:Westport National Bank. (aii) one (1) director shall be designated by Famous Voyage (the “Series D Director”) Xxxxxx Xxxxxxxx Xxxxxx, for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director she shall be designated by the Series C Purchaser (the “Series C Director”) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41% Chief Executive Officer of the issued and outstanding Shares of the Company (calculated on a fully diluted and as-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (eiii) five (5) directors shall be designated all remaining members of the Board, nominated by the holders of a majority of the issued 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 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 (i) and clause (ii) above are no longer in effect, the holders of a majority of the outstanding Ordinary SharesSeries 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) The Directors shall be elected at the annual meeting of the Company, or at a special meeting of the Company called for the purpose of electing Directors or by action upon written consent in accordance with the applicable provisions of this Article III. A Director need not be a Member.

Election of Directors. On all matters relating to the election of one or more directors Each of the CompanyStockholders agrees to vote all of his, each Shareholder shall vote at the general meetings her or its Shares which are voting Shares and any other voting securities of the CompanyCompany over which such Stockholder has voting control and shall take all other necessary or desirable actions within his, her or give its control (whether in its capacity as a stockholder, director, member of a board committee or officer of the 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 with respect to in lieu of meetings), and the Company shall take all their Sharesnecessary or desirable actions within its control (including, to elect directors to the Board in the following mannerwithout limitation, calling special board and stockholder meetings), so that: (a) one (1) director shall be designated by Famous Voyage the authorized number of directors on the Company’s Board of Directors (the “Series D DirectorBoard”) shall be no less than the number necessary to allow for so long as Famous Voyage the designations provided for pursuant to Section 1.1(b) below; and (and b) the following individuals shall be elected to the Board: (i) two (2) individuals nominated by Financial Technologies Management II LLC (including its permitted transfereesAffiliates, “FTV”) holds at least 80% of (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 Series D Preferred Shares“FTV Directors”); (bii) one two (12) director shall be designated individuals nominated by the Series C Purchaser those holders (the “Series C DirectorTrustWave Common Holders”) 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Sharesshares of Common Stock listed on Exhibit C attached hereto (the “TrustWave Majority Holders”) (the “TrustWave Directors”); (iii) two (2) individuals nominated by Xxxxxxx Xxxxxxx (“Xxxxxxx”) (the “Xxxxxxx Directors”); and (iv) two (2) individuals nominated by MBK Ventures, LLC, an Illinois limited liability company (“MBK”) (the “MBK Directors”). Accordingly, as of the Effective Date, the Board shall 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 the Board of Directors of the Company until their successors are duly elected and qualified in accordance with the provisions of this Agreement and the Company’s Bylaws.

Election of Directors. On all matters relating to At each annual meeting of the election shareholders of one or more the Company, and at each special meeting of the shareholders of the Company called for the purpose of electing directors of the Company, each Shareholder and at any time at which shareholders of the Company shall have the right to, or shall, vote at the general meetings (whether by written consent or otherwise) for directors of the Company, or give written consents with respect to then, and in each event, the Shareholders shall vote all their SharesShares owned by them for the election of a Board of Directors consisting of not more than ten directors, to elect directors to the Board in the following mannerdesignated as follows: (a) one so long as Investor and its transferees described in the second sentence of Section 2 beneficially own at least 11,700,000 (1as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like) director shares of Common Stock (calculated after giving effect to the conversion of the Series A Preferred Stock and, commencing at such time as the Warrant becomes exercisable, the exercise or exchange of the Warrant ("Fully-Diluted Basis")) (A) two directors shall be designated by Famous Voyage Investor, (the “Series D Director”B) for so long as Famous Voyage one observer (and its permitted transferees) holds at least 80% who shall be entitled to attend each meeting of the issued and outstanding Series D Preferred Shares purchased by Famous Voyage under Board of Directors but shall not be entitled to vote or otherwise exercise any right or authority granted to the Series D Share Subscription Agreement I (or members of the Ordinary Shares issued upon conversion Board of such Series D Preferred Shares); (bDirectors) one (1) director shall be designated by Investor, and (C) the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) remaining directors shall be designated by the holders of a majority of the issued 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 but shall not be entitled to vote, or otherwise exercise any right or authority granted to the members of the Board of Directors) shall be designated by the Investor, and (C) the remaining directors shall be designated by the holders of a majority of the outstanding Ordinary Sharesshares of Common Stock; and (c) so long as Investor and its 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. 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 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 implement the provisions of this Section 5 and shall take such actions as may be necessary in furtherance of the foregoing.

Election of Directors. On Each of the parties hereto agrees to vote all matters relating of the Stock (as hereinafter defined) of 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 one or more directors Directors of the Company, each Shareholder shall vote at to the general meetings extent permitted pursuant to the Company's certificate of incorporation, of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following mannerfollowing: (ai) one two (12) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be individuals designated by the holders of a majority of the issued shares of Common Stock (other than any shares received on conversion of the Preferred Stock) (the designees of the holders of Common Stock under this subsection shall initially be David Schaeffer and H. Helen Lee); (ii) xxx (0) xxdividualx xxxxxxxted by the holders of a majority in interest of the then outstanding Ordinary SharesSeries A Preferred Stock (the designees of the holders of Series A Preferred Stock under this subsection shall initially be Erel Margalit and James Wei); (iii) one (1) individual designated by the holders of a majority in interest of the then outstanding Series B Preferred Stock (the designee of the holders 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) member Compensation Committee, one of the members of which shall be nominated by the directors elected pursuant to subparagraph (i) above and who shall not be the Founder and one of the members of which shall be nominated by the directors elected pursuant to subparagraphs (ii), (iii) and (iv) above.

Election of Directors. On all matters relating (a) If the Company shall in good faith determine upon the advice of counsel that prior approval by the Federal Communications Commission ("FCC") is required to provide for the election of one 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 more directors pursuant to an action by written consent) so as to elect members of the Company's Board of Directors as 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), each Shareholder shall 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 the general meetings a meeting of stockholders or pursuant to an action by written consent) so as to elect members of the Company, or give written consents with respect to all their Shares, to elect directors to the 's Board in the following mannerof Directors as follows: (ai) one Subject to paragraph (1c) director shall be designated by Famous Voyage and (the “Series D Director”d), (A) for so long as Famous Voyage Xxx Xxxxxx and his affiliates collectively own no less than five hundred thousand (and its permitted transferees500,000) holds at least 80% shares of the issued and outstanding Series D Preferred Shares purchased Common Stock, one director by Famous Voyage under the Series D Share Subscription Agreement I (or the Ordinary Shares issued upon conversion of such Series D Preferred Shares)Xxx Xxxxxx; (b) one (1) director shall be designated by the Series C Purchaser (the “Series C Director”B) for so long as the Series C Purchaser Xxxxxx X. Xxxxxxxxx and his affiliates collectively own no less than five hundred thousand (and its permitted transferees500,000) holds at least 3.41% shares of the issued and outstanding Shares of the Company (calculated on a fully diluted and as-converted basis)Common Stock, one director by Xxxxxx X. Xxxxxxxxx; (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”C) for so long as Jacky Holdco Northwood Ventures LLC and Xxxx Holdco its affiliates (and their permitted transferees"Northwood") together hold at least 50% collectively own no less than five hundred thousand (500,000) shares of the issued and outstanding Series A Preferred Shares purchased Common Stock, one director by Jacky Holdco and Xxxx Holdco under the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares)Northwood; (d) one (1) director shall be designated by Novel Lead (the “Novel Lead Director”D) for so long as Novel Lead (OHB Technology AG and its permitted transfereesaffiliates ("OHB") holds at least 50% collectively own no less than five hundred thousand (500,000) shares of Common Stock, one director by OHB. (ii) In addition to the persons listed in paragraph 1.2(b)(i), prior to FCC approval for Xxxx Xxxxxxxxxx. (c) In the event of any vacancy caused by the death, resignation or removal of a director who was elected pursuant to this Agreement, such vacancy shall be filled only in accordance with this Section 1.2. (d) To the 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 or more members of the issued and outstanding Ordinary Board pursuant to Section 1.2(b)(i) above has lapsed or terminated by reason of such Investor holding fewer than the number of Investor Shares purchased by Novel Lead under required to designate a director, then the subscription agreement dated as holders of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors Investor Shares shall be vote all of their Investor Shares to elect a person designated by the holders of a majority of the issued 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 New York Stock Exchange), unless holders of a majority of the Common 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) shall be subject to removal and outstanding Ordinary Sharesreplacement by the Investor entitled to designate a director to fill such position in accordance with Section 1.2(b) hereof.

Election of Directors. On all matters relating (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 Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of one 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 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 issued and outstanding Common Stock, two Directors; and (B) if the VSCP Investor beneficially owns, directly or indirectly, 10% or more, but less than 25%, of the shares of the Company’s issued and outstanding Common Stock, one Director (in each case, each such person, a “VSCP Designee”). (ii) Following the 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 will be equal to one Director if Rxxxxxx beneficially owns, directly or indirectly, 10% or more of the shares of the Company’s issued and outstanding Common Stock (such person, the “Rxxxxxx Designee”). (iii) Directors are subject to removal pursuant to the applicable provisions of the Company Charter; provided, however, (A) 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 (B) VSCP shall have the right to request the removal of any VSCP Designee (with or without cause) nominated by the VSCP Investor, 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 (with or without cause) 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 removal. (iv) In the event that a vacancy is created at any time by death, disability, retirement, removal (with or without cause), disqualification, resignation or otherwise with respect to the VSCP Investor or Rxxxxxx (collectively, the “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 stockholders of the Company required by applicable Law or the Company Charter or the bylaws of the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors and notwithstanding anything to the Board contrary in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series C Purchaser (the “Series C Director”) this Agreement, for so long as the Series C Purchaser (and its permitted transferees) holds VSCP Investor beneficially owns, directly or indirectly, at least 3.4125% of the shares of the Company’s issued and outstanding Shares Common Stock, the Company shall take all Necessary Action to ensure that the number of Directors serving on the Board shall not exceed seven without the prior written consent of the Company (calculated on a fully diluted and as-converted basis);VSCP Investor. (cviii) For so long as the VSCP Investor is entitled to designate two Directors for election to the Board in accordance with the terms and conditions of this Agreement, the 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 the 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) 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares)VSCP Designee; (dB) The class II directors (whose term expires at the second annual meeting of stockholders at which directors are elected following completion of the IPO) shall include 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the CompanyVSCP Designee; and (eC) five The class III directors (5) whose term expires at the third annual meeting of stockholders at which directors shall be designated by the holders of a majority are elected following completion of the issued and outstanding Ordinary SharesIPO) shall include the Rxxxxxx Designee.

Election of Directors. On (i) As of the date hereof, the Board of Directors of the Company (the "Board") 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 after the date hereof, the Investors and the Company shall take all matters relating action within their respective power, including but not limited to, the voting of all Shares owned by them, required to cause the election Board to consist of one at least eight (8) members or more directors 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) the Chief Executive Officer of the Company, each Shareholder shall vote (B) as long as Warburg, Pincxx Xxxtures, L.P. ("Warburg") and its Permitted Transferees own at least seven and one-half percent (7.5%) of the general meetings 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"), (C) 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 the Common Stock of the Company, calculated on an as converted basis, one representative designated by MPM 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 (each, a "Biotech Target Director"); and (F) as long as Morgxx Xxxnxxx Xxxture Partners 111, L.P., Morgxx Xxxnxxx Xxxture Investors III, L.P. and The Morgxx Xxxnxxx Xxxture Partners Entrepreneur Fund, L.P. (collectively, the "MSVP Investors") and their Permitted Transferees as a group own at least three and one-half percent (3.5%.) 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 give written consents removal of such director in accordance with respect 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 all their Sharesa registration under the Securities Act, and for as long as any Investor and its Permitted Transferees own at least twenty percent (20%) of the Common Stock of the Company, calculated on an as converted basis, other than Biotech Target, whose rights to elect directors designate representatives to the Board in shall terminate upon the following manner: (a) one (1) director shall be completion of an Initial Public Offering, the Company will nominate and use its best efforts to have two individuals designated by Famous Voyage (such Investor elected to the “Series D Director”) Board. From the date on which the Company completes its Initial Public Offering and for so as long as Famous Voyage (any Investor and its permitted transfereesPermitted Transferees own at -least ten percent (10%.) holds at least 80% of the issued Common Stock of the Company, calculated on an as converted basis, other than Biotech Target as provided above, the Company will nominate 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 Series D Preferred Shares); (b) use its best efforts to have one (1) director shall be `individual designated by such Investor elected to the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary SharesBoard.

Election of Directors. On all matters relating to the election of one or more directors The Holders shall vote their respective shares of the Company's capital stock in favor of the nominees to 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, each Shareholder the holders of at least one-half (50%) the Series A Preferred then outstanding shall vote at the general meetings be entitled to nominate one (i) representative to be elected as a member of the Company, or give written consents with respect to all their Shares, to elect directors to the 's Board in the following manner:of Directors; (aii) 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) director representative to be elected as a member of the Company's Board of Directors and Mayfxxxx Xxxd, LP shall be designated by Famous Voyage 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 the right to nominate one (1) representative to be elected as a member of the Company's Board of Directors; (iv) for as long as at least 900,000 shares of Series D Director”C are outstanding (as adjusted for stock splits, combinations, dividends or similar recapitalizations) shall remain outstanding, Tribune Company shall be entitled to nominate one (1) representative; (v) for so long as Famous Voyage (and its permitted transferees) Eric X. Xxxx xxxtinues in the employ of the Company or holds at least 80% 100,000 shares of Common Stock, Eric X. Xxxx xxxll be entitled to nominate a member of 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 Company's Board of such Series D Preferred Shares)Directors; (b) one (1) director shall be designated by the Series C Purchaser (the “Series C Director”vi) for so long as Timoxxx X. Xxxx xxxtinues in the Series C Purchaser (and its permitted transferees) employ or the Company or holds at least 3.41% 100,000 shares of Common Stock, Timoxxx X. Xxxx xxxll be entitled to nominate a member of the issued and outstanding Shares Company's Board of the Company (calculated on a fully diluted and as-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (evii) five 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 (5i) directors through (vi) above to continue to meet the conditions of such respective provisions, shall be designated by mutually agreed upon between the Company and the holders of a majority two-thirds (66 2/3%) of the issued then outstanding Preferred Stock, which approval may be withheld or given in the sole and outstanding Ordinary Sharesabsolute discretion of the holders of the Preferred Stock.

Election of Directors. On all matters relating (a) The Board shall consist of up to seven (7) members, composed as follows: (i) Two (2) members designated jointly by the election holders of Common (excluding for this purpose any Conversion Stock), one or more directors of whom shall be (A) Robexx Xxxxx, xx (B) if Robexx Xxxxx xx not the President of the Company, each Shareholder shall vote at the general meetings President of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner:; (aii) one Three (3) members designated jointly by the Series C Preferred Holders; (iii) One (1) director member designated jointly by each Holder who shall be designated by Famous Voyage (the “have purchased at least 750,000 shares of Series D Director”Preferred pursuant to the Series D Purchase Agreement; and (iv) for 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 Famous Voyage (and its permitted transferees) holds at least 80% BJW continues to own Series D Preferred, the Shareholders shall use their best efforts to elect Leonxxx X. Xxxxxxxxx xx Chairman of the issued and outstanding Series D Preferred Shares purchased by Famous Voyage under Company. The persons appointed as directors pursuant to this Section 3 as of the Series D Share Subscription execution of this Agreement I (or are as set forth on the Ordinary Shares issued upon conversion of such Series D Preferred Shares);attached Exhibit A. (b) one (1) 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 designate a director or directors jointly, such right shall be designated 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 as provided in this Section 3 from and after the time such holder of Common or Preferred Holder holds less than the sum of (i) 40% of the Preferred purchased by such Person pursuant to the Series B Purchase Agreement, plus (ii) 40% of the Preferred purchased by such Person pursuant to the Series C Purchaser Purchase Agreement, plus (the “Series C Director”iii) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.4140% of the issued and outstanding Shares Preferred purchased by such Person pursuant to the Series D Purchase Agreement, plus (iv) 40% of the Company (calculated on a fully diluted and as-converted basis);New Securities which such Person may be entitled to purchase pursuant to Section 6 below. (c) one (1) director shall be designated jointly by Jacky Holdco and Xxxx Holdco (The parties agree to take all actions necessary to implement the “Series A Director”provisions of this Section 3, together with including without limitation the Series C Director voting of their shares of Common or Preferred, the execution of written consents, the calling of special meetings, the waiving of notice, and the Series D Director, attendance of meetings. All parties specifically agree that 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% provisions of this Section 3 constitute a voting agreement under Section 7.70 of the issued and outstanding Series A Preferred Shares purchased by Jacky Holdco and Xxxx Holdco under Illinois Business Corporation Act, and, in connection therewith, each party hereby grants the Series A Share Subscription Agreement (or secretary of the Ordinary Shares issued upon conversion Company an irrevocable proxy to cast all of such Series A Preferred Shares);party's votes for directors selected in accordance with this Section 3. (d) one (1) director The Company shall be designated by Novel Lead (the “Novel Lead Director”) for so long as Novel Lead (and its permitted transferees) holds at least 50% reimburse all reasonable expenses of the issued persons serving as directors pursuant to Section 3 hereof incurred in serving as directors attending any meetings of the Board or any committee thereof (whether such service and outstanding Ordinary Shares purchased attendance is in person or by Novel Lead under 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 subscription agreement dated as performance of August 25, 2014 by and between Novel Lead and other services on behalf of the Company; andCompany 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 (5) directors shall be days' prior written notice of each meeting of the Board, and such Holder or a Person designated by the holders such Holder may attend any such meeting as an observer. The Company will also furnish each such Holder with copies of a majority all actions of the issued 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 outstanding Ordinary Sharestrust as fiduciary all information furnished to or learned by such Holder or Person pursuant to this subsection (e), and (ii) the Company may exclude such Holder or other Person from any portion of any such meeting, and may decline to furnish any such information, to the extent that counsel to the Company deems necessary in order to protect the attorney-client privilege between the Company and its counsel.

Election of Directors. On all matters relating (a) The Company shall use its best efforts to the election of one or more directors of the Company, each Shareholder shall vote at the general ensure that meetings of the CompanyBoard are held at least once every three months and to meet not less than four times per year. The Board shall initially consist of seven members. (b) Prior to a QIPO, the Stockholders agree that all shares held by them or give their transferees shall be voted at each annual and special meeting of the stockholders of the Company at which, and each action by written consents with respect consent of the stockholders of the Company by which, members of the Board of Directors of the Company are to all their Sharesbe elected, to elect directors to the Board in the following mannerBoard: (ai) one nominee of Grotech; (1ii) director one nominee of NEA; (iii) one nominee of X. Xxxxxx; (iv) one nominee of X. Xxxxxx, (v) two nominees of X. Xxxxxx and X. Xxxxxx who shall be designated reasonably acceptable to the Investor Directors; and (vi) one nominee of Reuters so long as Reuters holds at least 25% of the Series E Preferred initially purchased by Famous Voyage (Reuters under the “Purchase Agreement and, thereafter, one nominee of the Series D Director”) E Investors for so long as Famous Voyage (they hold the Minimum Series E Shares. The Directors nominated by Grotech, NEA, and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series C Purchaser (E Investors as contemplated in this Section 7.1 are referred to as the “Series C DirectorInvestor Directors.”) 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-converted basis); (c) one (1) director Prior to a QIPO, each of Grotech, Blue Chip, NEA, Reuters and MCI shall have the right to designate an observer to attend the Company’s Board of Directors, who shall be designated jointly by Jacky Holdco reasonably acceptable to the Ferber Directors and Xxxx Holdco (shall have no right to vote on any matter that comes before the “Series A Director”, together with the Series C Director and the Series D Director, the “Investor Board of 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares);. (d) one (1) director Prior to a QIPO, X. Xxxxxx and X. Xxxxxx shall have the right, acting together, to designate an observer to attend the Company’s Board of Directors, who shall be designated by Novel Lead (reasonably acceptable to the “Novel Lead Director”) for so long as Novel Lead (Investor Directors and its permitted transferees) holds at least 50% shall have no right to vote on any matter that comes before the Board of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary SharesDirectors.

Election of Directors. On all matters relating to At each annual meeting of the election shareholders --------------------- of one or more the Company, and at each special meeting of the shareholders of the Company called for the purpose of electing directors of the Company, each Shareholder and at any time at which shareholders of the Company shall have the right to, or shall, vote at the general meetings (whether by written consent or otherwise) for directors of the Company, or give written consents with respect to then, and in each event, the Shareholders shall vote all their SharesShares owned by them for the election of a Board of Directors consisting of not more than ten directors, to elect directors to the Board in the following mannerdesignated as follows: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (Investor and its permitted transferees) holds transferees described in the second sentence of Section 2 beneficially own at least 80% 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 issued Series A Preferred Stock and outstanding Series D B Preferred Shares purchased by Famous Voyage under Stock and, commencing at such time as each Warrant becomes exercisable, the Series D Share Subscription Agreement I exercise or exchange of each Warrant (or the Ordinary Shares issued upon conversion of such Series D Preferred Shares"Fully-Diluted Basis"); ), (bi) one (1) director three directors shall be designated by the Series C Purchaser Investor and (ii) 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) remaining directors shall be designated by the holders of a majority of the issued 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 9,000,000 (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like), but less than 12,000,000 (as adjusted for stock splits, combinations, stock dividends, recapitalizations and the like) shares of Common Stock (calculated on a Fully-Diluted Basis), (i) two directors shall be designated by the Investor, (ii) one observer (who shall be entitled to attend each meeting of the Board of Directors but shall not be entitled to vote or otherwise exercise any right or authority granted to the members of the Board of Directors) shall be designated by the Investor and (iii) the remaining directors shall be designated by the holders of a majority of the outstanding Ordinary Sharesshares 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 but shall not be entitled to vote or otherwise exercise any right or authority granted to the members of the Board of 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 (d) so long as Investor and its 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. 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 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 implement the provisions of this Section 5 and shall take such actions as may be necessary in furtherance of the foregoing.

Election of Directors. On (i) As of the date hereof, the Board of Directors of the Company (the "Board") will consist of Xxxxxxx X. Xxxxx ("Xxxxx"), Xxxx O'X. Xxxxxx ("Xxxxxx"), Xxxxxxx X. Xxxxxxxxxx, Xxxxxxx Xxx, Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxx. From and after the date hereof, the Investors and the Company shall take all matters relating 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 election 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 more 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 from time to time to cause the board of directors of Eagle Family Foods, Inc., a wholly owned subsidiary of the Company, each Shareholder shall vote at the general meetings to be identical to that of the CompanyBoard. (ii) In the event that any Institutional Director is unable to serve, or give written consents with respect once having commenced to all their Sharesserve, to elect directors to is removed or withdraws from the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage a "Withdrawing Director"), such Withdrawing Director's replacement (the “Series D "Substitute Director”") for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall will be designated by the Series C Purchaser (Institutional Investor having nominated such Institutional Director. An Institutional Director may be removed, with or without cause, by the “Series C Institutional Investor having nominated such Institutional Director”) , and such Institutional Investor shall thereafter have the right to nominate a replacement for so long as such Institutional Director. The Investors and the Series C Purchaser (and its permitted transferees) holds at least 3.41% Company agree to take all action within their respective power, including but not limited to, the voting of the issued and outstanding Shares all shares of capital stock of the Company (calculated on a fully diluted and as-converted basisowned by them, to cause the election of such Substitute Director promptly following his or her nomination pursuant to this Section 1(b)(ii);. (ciii) one (1) director shall be designated jointly by Jacky Holdco and Xxxx Holdco (Without 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders consent of a majority of the issued Board, which majority shall include, as long 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 (the "Budget") 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, other than sales of inventory in the ordinary course of business, assets in excess of $500,000; (1) liquidate or dissolve, (2) file, or consent by answer or otherwise to the 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 any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (3) make an assignment for the benefit of 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 Ordinary Shareson 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) 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 Company's Certificate of Incorporation or bylaws; (N) amend, modify or terminate any employment agreement between the Company and any executive officer of the Company; (O) grant any stock options or other equity-based awards, or authorize any senior management compensation plans or arrangements; (P) hire or fire any executive officer of the Company; (Q) enter into any transaction with any officer, director or Affiliate of the Company (including, without limitation, GEI or Warburg); (R) make any loan or guarantee the indebtedness of any Person, except in the ordinary course of business; (S) enter into, amend, modify or terminate any agreement, including any collective bargaining agreement, with any union; (T) approve or adopt (other than the Stock Plan), 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 do any of the foregoing.

Election of Directors. On (a) The number of Directors initially shall 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 matters relating to the election of one or more directors of the Company, each Shareholder Directors shall vote at the general meetings be elected by action of Members holding a majority of the Company, or give written consents with respect Common Units held by all Members. Each of the Members hereby agrees to all their Shares, to elect directors to the Board in the following mannervote for Directors as follows: (ai) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated individual nominated by the holders of a majority of the issued 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 Ordinary SharesSeries 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 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 (i) and 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) The Directors shall be elected at the annual meeting of the Company, or at a special meeting of the Company called for the purpose of electing Directors or by action upon written consent in accordance with the applicable provisions of this Article III. A Director need not be a Member.

Election of Directors. On all matters relating to Class B-1 Director. Until the election earlier of one or more directors (i) such time as TPG, together with its Affiliates, beneficially owns (as interpreted under Rule 13d-3 of the Company, each Shareholder shall vote at the general meetings Exchange Act) less than 4% of the Companyoutstanding shares of Common Stock or (ii) such time as no shares of Class B-1 Common Stock remain outstanding, the holders of Class B-1 Common Stock, acting as a separate class, shall be entitled to vote (or give provide written consents with respect to all their Shares, consent) to elect directors one director to the Board in the following manner: (a) one (1) such director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of the issued and outstanding Series D Preferred Shares purchased by Famous Voyage under the Series D Share Subscription Agreement I (any successor thereof elected or the Ordinary Shares issued upon conversion of such Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated appointed by the 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 majority member of the issued 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 remove or replace the Class B-1 Director provided, that any successor Class B-1 Director must meet the general qualifications of a 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 Ordinary Sharesshares 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. On all matters relating Subject to Sections 2.3(c) and 2.3(d) below, the election 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 'Xxxxxx Nominee'), two members (one of which members shall be either Xx. Xxxxxxxxx himself, or more directors if Xx. Xxxxxxxxx is no longer an employee of the Company, each Shareholder shall vote at the general meetings a management employee of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage Xxxxx X. Xxxxxxxxx (the “Series D Director”'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 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 designate a Director hereunder, a representative of the Applicable Xxx Holders or the 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 and the Operating Company as an observer without a vote or other rights as a director (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 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, (x) any transferee of any of the Xxx Holders, the XXX Holders and Xxxxx X. Xxxxxxxxx, who is an Institutional Investor and who holds pursuant to one or more Transfers Shares constituting at least ten percent (10%) of the Shares then outstanding and (y) a representative of the Cornstein Beneficiaries, so long as Famous Voyage (and its permitted transferees) holds they hold, collectively, at least 80% five percent (5%) of 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 shares of such Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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 Common Stock of the Company (calculated on and have not designated a fully diluted director pursuant to this Section 2.3(a)), shall have the right to attend meetings of the Boards of Directors of the Company and as-converted basis); its Subsidiaries, and, in the case of the Cornstein Beneficiaries, the Executive Committee, as an observer without a vote or other rights as a director (c) one (1) director shall be designated jointly by Jacky Holdco and Xxxx Holdco (except the “Series A Director”, together with the Series C Director right to receive sufficient notice to enable such attendance and the Series D Directorright to receive all other communications, the “Investor Directors” information and each an “Investor Director”) for so long as Jacky Holdco and Xxxx Holdco (and their permitted transferees) together hold at least 50% materials furnished, from time to time, to Directors of the issued and outstanding Series A Preferred Shares purchased by Jacky Holdco and Xxxx Holdco under the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) one (1) director shall be designated by Novel Lead (the “Novel Lead Director”) for so long as Novel Lead (Company and its permitted transferees) holds at least 50% Subsidiaries, and the Executive Committee, as the case may be, and the right to receive reimbursement for travel expenses to the same extent as Directors of the issued Company and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Sharesits Subsidiaries).

Election of Directors. On all matters relating to the election of one or more directors of the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one The Restated Articles shall provide that the Board shall consist of not more than seven (17) director shall be designated by Famous Voyage (directors. Any change to the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% size of the issued and outstanding Series D Preferred Shares purchased by Famous Voyage under Board beyond seven (7) directors shall require an amendment to the Series D Share Subscription Agreement I Restated Articles. Subject to Section 8.1(c) below, the Board shall initially consist of six (or the Ordinary Shares issued upon conversion of such Series D Preferred Shares);6) directors. (b) one (1) director shall be designated by the Series 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 The shareholders of the Company shall take all actions (calculated including, without limitation, voting the shares owned by each, calling extraordinary meetings of shareholders and executing and delivering written consents) necessary to elect the following candidates as directors and the appointment of such directors shall be effective on a fully diluted and as-converted basis);the date of the First Closing (as defined in the Subscription Agreement): (ci) one Two (12) director shall be directors designated jointly exclusively by Jacky Holdco and Xxxx Holdco the Investors (the “Series A DirectorDirectors”, together with ); provided that the Investors shall have such right to designate Series C Director and the Series D Director, the “Investor Directors” and each an “Investor Director”) A Directors for only so long as Jacky Holdco and Xxxx Holdco the Investors hold no less than fifty percent (and their permitted transferees50%) 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 Shares that the Ordinary Shares issued Investors subscribed for at each Closing; and further provided that such right of the Investors to designate directors shall terminate and cease to be in effect upon conversion the closing of such a Qualified Public Offering. The initial Series A Preferred SharesDirectors shall be Xxxxx X. Xxxx and Xxxx Xxxx; and (ii) Four (4) directors designated by Mr. He (the “Ordinary Shareholder Directors”);. The initial Ordinary Shareholder Directors shall be Mr. He, Zhou Xxxxx Xxx, Xxxxx Xxxx and Xxxx Xxx Ju. (c) In addition to the six (6) directors referenced above, the shareholders of the Company, within eighteen (18) months of the date of the First Closing, 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 elect one (1) independent director jointly designated by Mr. He and the Investors (deemed “independent” under the rules of the New York Stock Exchange or NASDAQ). (d) one (1) director The Series A Directors and the Ordinary Shareholder Directors shall be designated by Novel Lead (the “Novel Lead Director”) for so long as Novel Lead (and its permitted transferees) holds entitled to appoint alternates to serve at least 50% any meeting of the issued Board or of any committee thereto, and outstanding Ordinary Shares purchased by Novel Lead under such alternates shall be permitted to attend all meetings of the subscription agreement dated as Board or of August 25, 2014 by any committee and between Novel Lead and vote on the Company; anddirector’s behalf. (e) five (5) directors shall Whenever a candidate for appointment to the Board is to be designated by a group of shareholders, if shares are held and voted by such shareholders in such proportion that no majority vote is obtained, then the holders candidates with the greatest number of votes shall be deemed designated (up to the number of candidates to be selected by such group of shareholders). The candidate(s) so designated shall be the designated candidate(s) for that group of shareholders and the shareholders agree to 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 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 majority 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 implied in the absence of the issued and outstanding Ordinary Sharesexpress provision. (g) There shall be no shareholding qualification for directors.

Election of Directors. On all matters relating (a) Each of the Stockholders agrees to take such action, including the voting of the Shares constituting Voting Stock owned or controlled by such Stockholder (x) at any annual or 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 the election or removal of one or more directors of Directors, as may be necessary to cause the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following mannerfollowing: (ai) one the Board of Directors shall consist of up to nine (19) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares)persons; (bii) one four (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (54) directors shall be designated 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 issued 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 outstanding Ordinary 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) If at any time a vacancy is created on the Board of Directors by reason of the death, removal or resignation of any director, the Stockholders agree to take immediate action to nominate and elect a person to fill such vacancy in accordance with subsection (a) above. (c) The Company shall reimburse each director on the Board of Directors of the Company for all expenses (including travel expenses) reasonably incurred by him or her in connection with such directorship. (d) No Stockholder shall grant any 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 provisions 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), including, but not limited to, agreements or arrangements with respect to the acquisition, 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 acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this Agreement.

Election of Directors. On Each of the parties hereto agrees to vote all matters relating of the Stock (as hereinafter defined) of 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 one or more Directors of the Company, to the extent permitted pursuant to the Company’s certificate of incorporation, the following: (i) the holders of the Common Stock, voting as a separate class, shall be entitled to elect two (2) directors of the Company, each Shareholder who shall vote be designated by the 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 general meetings Preference Stock remains outstanding, the holders of the Preference Stock, voting as a separate class, shall be entitled to elect two (2) directors of the Company, or give written consents with respect to all their Sharesand if less than 20% but at least 10% of the Preference Stock remains outstanding, the holders of the Preference Stock, voting as a separate class, shall be entitled to elect directors to the Board in the following manner: (a) one (1) director of the Company; (iv) three (3) outside board members with relevant industry experience and not otherwise affiliated persons (as defined in Section 2) of the Company or of any Investor, who shall initially be Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx, and provided that any successor to any of these directors shall be designated mutually acceptable to the Company and to the directors elected pursuant to (iii) above, and . Each of the parties further covenants and agrees to vote, to the extent possible, all shares of Stock of the Company now owned or hereafter acquired by Famous Voyage 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 originally purchased, Easton shall be entitled to designate one of the directors elected pursuant to (iii) above, who shall initially be Xxxx Xxxxxxxx (the “Series D Easton Director”) for so ). So long as Famous Voyage (and its permitted transferees) Maverick holds at least 8020% of 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 Series D Preferred Shares); (b) one (1) director Preference Stock that Maverick originally purchased, Maverick shall be designated by the Series C Purchaser (the “Series C Director”) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41% entitled to designate one of the issued and outstanding Shares directors elected pursuant to (iii) above, who shall initially be Xxxxxxx Xxxxxxx. In the event that 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, the Company (calculated on a fully diluted and as-converted basis); (c) one (1) director or directors to be elected to fill the resulting vacancy or vacancies shall be designated jointly determined 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% majority vote of the issued and outstanding Series A Preferred Shares purchased by Jacky Holdco and Xxxx Holdco under the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority 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 provided herein. No party hereto shall vote to remove any member of the issued and outstanding Ordinary SharesBoard 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 Board of Directors created by the resignation, removal, incapacity or death of any person designated under this Section 7 shall be filled by another person designated in a manner so as to preserve the constituency of the Board as provided above.

Election of Directors. On (a) Each Stockholder agrees to take all matters relating to action necessary, including, without limitation, the election voting of one or more directors their shares of stock of the Company, each Shareholder shall vote at the general meetings execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Company's Board of Directors, the waiving of notice and the attending of meetings, so as to cause the authorized number of directors on the Board of Directors of the CompanyCompany to be established at ten (10) directors (each a "Director" and collectively, or give written consents with respect to all their Sharesthe "Directors"), to elect directors to the Board in and consisting of the following mannerindividuals: (ai) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated who has been selected by the 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 outstanding Ordinary Sharessells not fewer than an aggregate of 9,200,000 shares of its Series D-2 Preferred, then one of such two individuals shall be 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 Section 3, each direcxxx xxxxx xxxx the xxxxxx xx xx xxxxinted to any committees of the 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. On all matters relating (a) During the term of this Agreement, the Investors agree to the election of one or more directors of the Company, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, Voting Shares to elect directors to the Board in the following manner: of Directors (ai) one (1) director shall be person designated by Famous Voyage NSV Partners V, L.P. and NSV Partners V-A, L.P. and their respective affiliates (the collectively, “Series D DirectorNSV”) for so long as Famous Voyage ), such person initially to be Xxxx Xxxxxxxxxxx, (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (bii) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be person designated by the holders of a majority of the issued outstanding Series I Preferred Stock (excluding Series I Preferred Stock held by NSV, the “Other Series I Stockholders”), such person initially to be Xxx Xxxxxx, (iii) the Company’s Chief Executive Officer, (iv) one person designated by Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VII and outstanding Ordinary SharesKPCB 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 “Nominee Notice”) of any intended mailing of a notice to stockholders for a meeting at which directors are to be elected (the “Director Election Notice”). NSV, 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 Other Series I Stockholders or KPCB shall fail to give notice to the Company as provided above, it shall be deemed that the designees then serving as directors shall be the designees for reelection.

Election of Directors. On all matters relating to the election of one or more directors The Holders shall vote their respective shares of the Company's capital stock in favor of the nominees to 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, each Shareholder the holders of at least one-half (50%) the Series A Preferred then outstanding shall vote at the general meetings be entitled to nominate one (i) representative to be elected as a member of the Company, or give written consents with respect to all their Shares, to elect directors to the 's Board in the following manner:of Directors; (aii) 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) director representative to be elected as a member of the Company's Board of Directors and Mayfxxxx Xxxd, LP shall be designated by Famous Voyage 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 the right to nominate one (1) representative to be elected as a member of the Company's Board of Directors; (iv) for as long as at least 900,000 shares of Series D Director”C are outstanding (as adjusted for stock splits, combinations, dividends or similar recapitalizations) shall remain outstanding, Tribune Company shall be entitled to nominate one (1) representative; (v) for so long as Famous Voyage (and its permitted transferees) Eric X. Xxxx xxxtinues in the employ of the Company or holds at least 80% 100,000 shares of Common Stock, Eric X. Xxxx xxxll be entitled to nominate a member of 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 Company's Board of such Series D Preferred Shares)Directors; (b) one (1) director shall be designated by the Series C Purchaser (the “Series C Director”vi) for so long as Timoxxx X. Xxxx xxxtinues in the Series C Purchaser (and its permitted transferees) employ or the Company or holds at least 3.41% 100,000 shares of Common Stock, Timoxxx X. Xxxx xxxll be entitled to nominate a member of the issued and outstanding Shares Company's Board of the Company (calculated on a fully diluted and as-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (evii) five (5) directors shall any representatives to be designated by the holders of elected as a majority member of the issued and outstanding Ordinary Shares.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. On all matters relating to (i) Commencing with the election of one or more directors first annual meeting of the CompanyMembers following the date LSCP, each Shareholder shall vote at the general meetings LLLP is no longer a Class A Member of the Company, Company or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80less than 5% of the issued and outstanding Series D Preferred Shares purchased Units of the Company, and at each annual meeting of the 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 Famous Voyage under Class B Members at the Series D Share Subscription Agreement first annual meeting following the date 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 Group I Directors shall expire first (or the Ordinary Shares issued upon conversion initial term of such Series D Preferred Shares); (b) one (1) director year with successors elected to three (3) year terms thereafter), followed by those of Group II Directors (initial term of two (2) years with successors elected to three (3) year terms thereafter), and then Group III Directors (initial and subsequent terms of three (3) years). If at any time the number of Directors is changed as provided in this Article V, the number of Group I, Group II and Group III Directors shall be designated adjusted, as necessary, 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 Series C Purchaser 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 “Series C Director”) for so long as first annual meeting of the Series C Purchaser (and its permitted transferees) Members following the date LSCP, LLLP is no longer a Class A Member of the Company or holds at least 3.41less than 5% of the issued and outstanding Shares 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: (calculated on i) the name and address of the Class B Member who intends to make the nomination; (ii) a fully diluted representation that the Class B Member is a holder of record of Class B Units entitled to vote at such meeting and as-converted basis); intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (ciii) one the name, age, address and principal occupation/employment of each nominee; (1iv) director shall be designated jointly by Jacky Holdco and Xxxx Holdco (a description of all arrangements or understandings between the “Series A Director”, together with the Series C Director and the Series D Director, the “Investor Directors” Class B Member and each an “Investor Director”nominee and any other Person(s) for so long pursuant to which such nominations are to be made; (v) such other information regarding each nominee as Jacky Holdco and Xxxx Holdco (and their permitted transferees) together hold at least 50% would be required to be included in a proxy statement filed pursuant to the proxy rules of the issued Securities and outstanding Series A Preferred Shares purchased by Jacky Holdco Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and Xxxx Holdco under the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (dvii) one (1) director shall be designated by Novel Lead (the “Novel Lead Director”) for so long as Novel Lead (a nominating petition signed and its permitted transferees) holds at least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of at least five percent (5%) of the 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 to determine the eligibility of such proposed nominee to serve as a Director of the Company. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. (iii) The amendment or repeal of this Section or the adoption of any provision inconsistent therewith shall require the approval of a majority of the issued and outstanding Ordinary SharesMembership Voting Interests held by the Class B Members represented at a meeting of the Members (in person, by proxy, or by mail ballot).

Election of Directors. On (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 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 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. In the absence of any such notification, it shall be presumed that each of the Nominating Series B and 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 lieu of a meeting) of stockholders of the Company at or by which directors are to be elected by the holders of Series B Preferred and Series C Preferred Stock, voting together as a single, separate class, each Preferred Investor shall vote all matters relating of its Shares (entitled to the election of one or more vote thereon) to elect, as directors of the Company, the Series B and C Nominees designated in the manner provided in Section 2(a)(i). (iii) If a Series B and C Nominee shall cease to serve as 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 designate a successor Series B and C Nominee and each Shareholder other Preferred Investor shall vote use its best efforts to 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 remove its Series B and C Nominee as a director, each of the other Preferred Investors shall use its best efforts to ensure that such Series B and C Nominee is duly removed as a director. If 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 Company shall, at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 request of such Nominating Series D Preferred Shares); (b) one (1) director shall be designated by the Series B and C Purchaser (the “Series C Director”) for so long as the Series C Purchaser (and Investor, use its permitted transferees) holds at least 3.41% best efforts to ensure that a meeting of the issued and outstanding Shares stockholders of the Company (calculated on a fully diluted and as-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”) is promptly called 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Sharespurpose.

Election of Directors. On Each of the parties hereto agrees to vote all matters relating of the Stock (as defined below) of 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 one or more directors Directors of the Company, each Shareholder shall vote at to the general meetings of extent permitted pursuant to the Company's certificate of incorporation, or give written consents with respect to all their Shares, to elect directors to the Board in the following mannerfollowing: (ai) one (1) director person designated by the parties hereto holding a majority of the outstanding shares of Common Stock held by the parties hereto, who shall be designated by Famous Voyage (the “Series D Director”) for Xxxxx X. Xxxxxx, at all times so long as Famous Voyage (and its permitted transferees) holds at least 80% he remains an employee of 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 Series D Preferred Shares)Company; (bii) the Chief Executive Officer ("CEO") of the Company, who shall initially be Xxxx X. Xxxxx III; (iii) one (1) director 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 Series C Purchaser (the “Series C Director”) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41% parties hereto holding a majority of the issued and outstanding Shares of the Company Stock (calculated on a fully diluted and an as-converted basis) held by the parties hereto, one of whom shall initially be Xxxxxxx Xxxxx. The directors elected pursuant to clauses (iii); , (civ) one and (1v) director shall be designated jointly by Jacky Holdco and Xxxx Holdco (are sometimes referred to as 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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority of the issued and outstanding Ordinary Shares."

Election of Directors. On all matters relating to the election of one or more directors The Holders shall vote their respective shares of the Company, each Shareholder shall vote at the general meetings 's capital stock in favor of the Company, or give written consents with respect to all their Shares, to elect directors nominees to the Corporation's Board in the following mannerof Directors who are nominated as follows: (ai) 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) director representative to be elected as a member of the Corporations Board of Directors and Mayfxxxx Xxxd, LP shall be designated by Famous Voyage 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 the right to nominate one (1) representative to be elected as a member of the Corporation's Board of Directors; (iv) for as long as at least 900,000 shares of Series D Director”C are outstanding (as adjusted for stock splits, combinations, dividends or similar recapitalizations) shall remain outstanding, Tribune Company shall be entitled to nominate one (1) representative; (v) for so long as Famous Voyage (and its permitted transferees) Eric X. Xxxx xxxtinues in the employ of the Corporation or holds at least 80% 100,000 shares of Common Stock, Eric X. Xxxx xxxll be entitled to nominate a member of 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 Corporation's Board of such Series D Preferred Shares)Directors; (b) one (1) director shall be designated by the Series C Purchaser (the “Series C Director”vi) for so long as Timoxxx X. Xxxx xxxtinues in the Series C Purchaser (and its permitted transferees) employ or the Corporation or holds at least 3.41% 100,000 shares of Common Stock, Timoxxx X. Xxxx xxxll be entitled to nominate a member of the issued and outstanding Shares Corporation's Board of the Company (calculated on a fully diluted and as-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (evii) five 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 (5i) directors through (vi) above to continue to meet the conditions of such respective provisions, shall be designated by mutually agreed upon between the Corporation and the holders of a majority two-thirds (66 2/3%) of the issued then outstanding Preferred Stock, which approval may be withheld or given in the sole and outstanding Ordinary Sharesabsolute discretion of the holders of the Preferred Stock.

Election of Directors. On all matters relating to the In any election of one or more directors of the Company, whether at a general meeting or by written consent, the Founders and each Shareholder Investor shall each vote at the general meetings of the Company, (or give execute any written consents consent with respect to) such number of Preferred Shares or Ordinary Shares then owned by them (or as to all their Shares, which they then have voting power) as may be necessary to elect directors the following individuals to the Board in the following mannerBoard: (a) one two (12) director shall be designated representatives selected by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% holders of 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 Series D (excluding for this purpose any Conversion Shares converted from the Preferred Shares)) and Series A Preferred Shares, voting together as a single class; (b) one (1) director 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 Series C Purchaser (the “Series C Director”) for The CID Group so long as the Series C Purchaser (The CID Group and its permitted transferees) holds Affiliates collectively hold at least 3.41% of the issued and outstanding 1,500,000 Series B Preferred Shares of the Company (calculated on a fully diluted and as-or Conversion Shares converted basistherefrom); (c) one (1) director shall be designated jointly representative selected by Jacky Holdco and Xxxx Holdco the holder of a majority of the Series C Preferred Shares (the “Series A C Director”), together with the Series C Director and the Series D Director, the which representative shall be designated by Macquarie Group Limited (“Investor Directors” and each an “Investor DirectorMacquarie”) for so long as Jacky Holdco Macquarie and Xxxx Holdco (and their permitted transferees) together its Affiliates hold at least 50% of the issued and outstanding 1,500,000 Series A C Preferred Shares purchased by Jacky Holdco and Xxxx Holdco under the Series A Share Subscription Agreement (or the Ordinary Conversion Shares issued upon conversion of such Series A Preferred Sharesconverted therefrom); (d) two (2) representatives selected by the holder of a majority of the Series D Preferred Shares (the “Series D Directors”), one (1) director of which representatives shall be designated by Novel Lead 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 “Novel Lead Initial Closing Series D Director”), and one (1) for of which representatives shall be designated by GL Asia Mauritius II Cayman Ltd. (“GLAM”) so long as Novel Lead (GLAM and its permitted transferees) holds Affiliates hold at least 50% 1,500,000 Series D Preferred Shares (or Conversion Shares converted therefrom) (the “Subsequent Closing Series D Director”); provided that the Subsequent Closing Series D Director shall only be appointed to the Board upon the Subsequent Closing (as defined in the Series D Purchase Agreement) in which GLAM purchases 12,972,159 Series D Preferred Shares (the “GLAM Subsequent Closing”) and prior to such GLAM Subsequent Closing, the holders of the issued and outstanding Ordinary Series D Preferred Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Companyshall not have any right to appoint such Subsequent Closing Series D Director; and (e) five one (51) representative unanimously selected by all other directors shall be designated by the holders of a majority of the issued and outstanding Ordinary SharesBoard.

Election of Directors. On all matters relating Each Stockholder shall take or cause to be taken such actions as may be required from time to time to establish and maintain the election number of one or more directors persons comprising the Board of Directors of the CompanyCompany at nine (9), each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, and to elect directors to the Board in the following manneras directors: (ai) two (2) persons designated by the holders of 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) director 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 designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares);follows: (bA) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors whom shall be designated by the holders of a majority of the issued 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) persons proposed by the Chief Executive Officer of the Company and outstanding Ordinary Sharesjointly agreed upon by the other directors, who shall be, initially, Xxxxx Xxxxxxxx and Xxxxxxx XxXxxxxx; and (v) one (1) person proposed by the Series E Designee and agreed upon by a majority of the other directors.

Election of Directors. On all matters relating to the (a) In any election of one or more directors of the Company, the Parties shall each Shareholder shall vote at the general meetings any regular or special meeting of the Company, stockholders (or give by written consents with respect consent) such number of Shares then owned by them (or as to all their Shares, which they then have voting power) as may be necessary to elect directors to the Board in the following manner: three (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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-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 the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) 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 least 50% of the issued and outstanding Ordinary Shares purchased by Novel Lead under the subscription agreement dated as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (53) directors shall be designated nominated by the holders of a majority of the issued then outstanding shares of Common Stock held by the Founders (the “Common Directors”), who shall initially be Xxxx Xxxxxx, Xxxxxxxx X. Xxxxxx and outstanding Ordinary SharesXxxx 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 no event be reduced below one (1). In the 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 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 Board Size. (b) 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 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 (as 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 (iii) one (1) director nominated by Index Ventures Growth I (Jersey), L.P. or its affiliates (“Index”), who shall initially be Xxxxxxxx Xxxxx (collectively, the “Preferred Directors”). (c) In any election of directors of the Company, the holders of shares of Common Stock and holders of shares of Preferred Stock (on an as-converted to Common Stock basis), voting together as a class, shall have the right to elect one (1) director (the “Mutual Director”). 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 which they then have voting power) as may be necessary to elect a Mutual Director that is approved by a majority of the Common Directors then in office and a majority of the Preferred Directors then in office.

Election of Directors. On all matters relating to the election of one or more directors (i) As of the Companydate hereof, each Shareholder shall vote at the general meetings of the Company, or give written consents with respect to all their Shares, to elect directors to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares); (b) one (1) director shall be designated by the Series 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 Directors of the Company (calculated on the "Board") will consist of Xxxxxx X. Xxxxxxx ("Staniar"), Xxxx X. Xxxxx ("Xxxxx"), Xxxx X. Xxxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxxxx Xxx. 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 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 fully diluted 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 as-converted basis);(C) 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. (cii) one (1) director shall be designated jointly by Jacky Holdco From the later of the date on which the Company completes an Initial Public Offering and Xxxx Holdco the date (the “Series A Director”, together with "Lender Board Requirement Termination Date") when the Series C Director and Company's lenders no longer require that Warburg Directors constitute a majority of the Series D Director, the “Investor Directors” and each an “Investor Director”Board: (i) for so as long as Jacky Holdco and Xxxx Holdco (and their permitted transferees) together hold Warburg owns beneficially at least 50% of the issued outstanding shares of Common Stock or Preferred Stock, the Company and outstanding Series A Preferred Shares purchased by Jacky Holdco each Investor will nominate and Xxxx Holdco under use its best efforts to have four Warburg Directors elected to the Series A Share Subscription Agreement Board, (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares); (d) one (1) director shall be designated by Novel Lead (the “Novel Lead Director”ii) for so as long as Novel Lead (and its permitted transferees) holds Warburg owns beneficially at least 5025% of the issued outstanding shares of Common Stock or Preferred Stock, the Company and outstanding Ordinary Shares purchased by Novel Lead under each Investor will nominate and use its best efforts to have three Warburg Directors elected to the subscription agreement dated Board, (iii) for as of August 25, 2014 by and between Novel Lead and the Company; and (e) five (5) directors shall be designated by the holders of a majority long as Warburg owns beneficially at least 15% of the issued outstanding shares of Common Stock or Preferred Stock, the Company and each Investor will nominate and use its best efforts to have two Warburg Directors elected to the Board and (iv) for as long as Warburg owns beneficially at least 5% of the outstanding Ordinary Sharesshares of Common Stock or Preferred Stock, the Company and each Investor will nominate and use its best efforts to have one Warburg Director elected to the Board.

Election of Directors. On all matters relating to the (a) At each election of one or more directors of the CompanyCompany during the term of this Agreement, each Shareholder of Union Oil and CEO shall vote at (including the general meetings 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) in favor of the Company, or give written consents slate of nominees as selected in accordance with respect to all their Shares, to elect directors Section 5(b) and 5(c) for election to the Board in the following manner: (a) one (1) director shall be designated by Famous Voyage (the “Series D Director”) for so long as Famous Voyage (and its permitted transferees) holds at least 80% of 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 Series D Preferred Shares);Board. (b) one (1) director Subject to the terms and conditions of this Section 5(b), for purposes of selecting the slate of nominees referred to in Section 5(a), Union Oil shall be designated by the Series C Purchaser entitled to nominate (the “Series C Director”i) for so long as the Series C Purchaser (and its permitted transferees) holds at least 3.41% five members of the issued and outstanding Shares Board, if the Union Oil Ownership Percentage is greater than 50%; (ii) four members of the Company Board, if the Union Oil Ownership Percentage is greater than 35% but not more than 50%; or (calculated on a fully diluted iii) two members 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) shall be Union Oil Affiliates. In the event that the Union Oil Ownership Percentage is greater than 35%, one of the Union Oil Affiliates nominated pursuant to this Section 5(b) must be approved by CEO and asany non-converted basis);Union Oil Affiliate nominated pursuant to this Section 5(b) must be approved by CEO, in each case such approval not to be unreasonably withheld. (c) one (1) director Subject to the terms and conditions of this Section 5(c), CEO 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% entitled to nominate two members of the issued and outstanding Series A Preferred Shares purchased Board. Any person nominated pursuant to this Section 5(c) (other than CEO) must be approved by Jacky Holdco and Xxxx Holdco under the Series A Share Subscription Agreement (or the Ordinary Shares issued upon conversion of such Series A Preferred Shares);Union Oil, which approval shall not be unreasonably withheld. (d) one In the event that any director (1a "Withdrawing Director") director nominated in the manner 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 Board shall be designated nominated by Novel Lead (the “Novel Lead party who nominated the Withdrawing Director”) for so long as Novel Lead (, subject to the other provisions of this Section 5. The Company and its permitted transferees) holds at least 50% each of the issued and outstanding Ordinary Shares purchased by Novel Lead under parties agree to take all action within their respective power, including, but not limited to, the subscription agreement dated voting of Capital Stock entitled to vote, to 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 members of August 25the Board, 2014 by and between Novel Lead and as the Company; andfirst order of business at the 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 Withdrawing Director. In the event any party entitled to nominate a director or directors pursuant to this Agreement fails to nominate a director or directors, such directorship or directorships shall remain vacant. (e) five If the party who has nominated for election to the Board any director serving on the Board pursuant to the preceding provisions of this Section 5 requests that such director be removed (5with or without cause) directors by written notice thereof to the other parties, then such director shall be designated 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 the holders of such party to effect such removal upon any such request. No director nominated by a majority of the issued and outstanding Ordinary Sharesparty shall otherwise be involuntarily removed as a director except for cause.