Common use of Election of Directors Clause in Contracts

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregate.

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each 3.1 Each of the other Stockholders Shareholders acknowledges and agrees to vote his or its Common Stockthat (i) Xxxxxxx Xxxxx Software, LLC ("Xxxxxxx Xxxxx Software"), Xxxxxxx Xxxxx Investment Partners, LLC ("STIP"), Xxxxxxx Xxxxx Intellectual Capital Company LLC ("STICC"), and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx Xxxxx Media and Xxxxx X. XxXxxxxxx Communications Group LLC ("XXXXXXXX" and XXXXXXXXXSTMCG") in all elections ), acting as a group, will be entitled to designate for election to the Board of the directors Directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly orthe "Board of Directors") one (1) director (the "Xxxxxxx Xxxxx Director"), in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds the Placement Agent will be entitled to designate for election to the Board of Directors one (2/31) of director (the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%Placement Agent Director"), than (iii) Software Seed Capital Partners, X.X. XX ("SSC Partners") will be entitled to designate for election to the corresponding decrease in ownership Board of Common Stock of GEI to date. Each of Directors one (1) director ("SSC Director"), (iv) the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors Company's Chief Executive Officer of the Company, whether by meeting or action in writingshall retain one (1) seat on the Board of Directors during the term of his/her employment as the Chief Executive Officer ("CEO Director"), in favour (v) the holders of all nominees Common Stock, Series 1 Preferred Stock and Series 2 Preferred Stock, voting together as a class (but excluding Xxxxxxx Xxxxx Software, STIP, STMCG, STICC, the Placement Agent, the Company's CEO, SSC Partners, Sandler, and their respective Affiliated Entities for these purposes), will be entitled to designate for election to the board Board of directors proposed by GEIDirectors one (1) director ("Shareholder Director"), (vi) Sandler will be entitled to designate for election to the Board of Directors one (1) director (the "Sandler Director"), and (vii) a majority of the Board of Directors will be entitled to designate for election to the Board of Directors two (2) independent outside directors. For purposes of this Section 9 and the effectiveness of the voting agreements hereinAgreement, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregate."

Election of Directors. So long (i) As of the date hereof, the Board will consist of Xxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxxx (Xxxx Xxxx and Xxxx Xxxxxxxxx, together, being the Series A Preferred Directors (as defined below)), In Xxxx Xxxxx, Xxxxx Xxxx (In Xxxx Xxxxx and Xxxxx Xxxx, together, being the Series B Preferred Directors (as defined below)), Xxxxxxx Xxxx (being the Series B Independent Director (as defined in the Certificate of Incorporation)), Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD (Xxxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxxxxxx, MD, together, being the Series C Directors (as defined below)). From and after the Closing (as such individuals respectively own ---------------------- term is defined in the requisite amount Stock Purchase Agreement), the Investors and the Company shall take all reasonable action within their respective power, including, but not limited to, the voting of Common Stock set forth herein, each (or acting by written consent with respect to) all shares of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors capital stock of the Company whether Owned by meeting or action in writing. Such agreement them (including the Shares), required to vote cause the Board to consist of eight (8) members which shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur ofinclude: (i) such individual ceasing to own the then-current Chief Executive Officer of the Company; (directly or indirectlyii) two (2) representatives designated by the holders of the Existing Series A Preferred in accordance with the terms of the Certificate of Incorporation (each a “Series A Preferred Director”); (iii) three (3) representatives designated by the holders of the Series B Preferred Stock in accordance with the terms of the Certificate of Incorporation (each, a “Series B Preferred Director”); and (iv) two (2) representatives designated by the holders of the Series C Preferred Stock, provided, however, that one of the Series C Directors shall be designated by Norwest for so long as aforesaid) in excess of one-third it Owns at least fifty percent (1/350%) of the Common shares of Series C Preferred Stock owned purchased by him on it pursuant to the date hereof and Stock Purchase Agreement (iisubject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having the similar effect with respect to the Series C Preferred Stock) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3the “Series C Preferred Directors”) in accordance with the terms of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date Certificate of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregateIncorporation.

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each As of the other Stockholders agrees to vote his or its Common Stockdate hereof, the Company’s Board of Directors (the “Board”) consists of four (4) members. From and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof, the Investors shall take all action within their respective power, including but not limited to, the voting of all Shares owned by them from time to time and entitled to vote, required to cause the Board to (i) consist of four (4) members or such other number not less than three (3) members as the Board may from time to time establish, (ii) include a number of directors designated by Third Point Re that constitutes at least two-thirds a majority of the Board, and (2/3iii) for so long as Hiscox (x) holds at least 1,200 Shares and (y) owns Series B Shares of the Fund in an amount representing at least fifty percent (50%) of the Common Stock owned value of the Series B Shares of the Fund acquired by him Hiscox on the date hereof, in each case as valued as the purchase price paid by Hiscox for such Series B Shares, include one (1) director designated by Hiscox (the “Hiscox Director”), subject to the right of the Board to approve such nominee (which approval shall not be unreasonably withheld, delayed or conditioned), it being understood and agreed that the initial Hiscox Director shall be Xxxxxx Xxxxxxx. Such agreement The Xxxxxx Director may, upon written notice to vote shall cease the Board, nominate any person to be effective upon the first Hiscox Director’s alternate Director (an “Alternate Director”), subject to occur of: the right of the Board to approve such nominee (iwhich approval shall not be unreasonably withheld, delayed or conditioned), it being understood and agreed that the initial Alternate Director for the Hiscox Director shall be either Xxxx Xxxxxxx or Xxxxxx Xxxxx An Alternate Director shall perform all of the functions and duties and have all of the rights of the Hiscox Director at any meeting at which the Hiscox Director is not present. Unless (A) prohibited by law or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Shares may become listed or (B) such individual ceasing committee is formed to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof consider a transaction between Hiscox and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether the Hiscox Director shall be a member of each committee of the Board for so long as Hiscox has the right to designate a director pursuant to this Section 2(a). Hiscox shall forfeit its right to designate the Hiscox Director upon the occurrence of a Call Option Trigger Event, following which Hiscox shall cause any person designated by meeting or action in writingit to the Board to resign from the Board and any committee of the Board (and, in favour of all nominees for unless otherwise requested by the Company, the board of directors proposed (or equivalent governing body) of any Subsidiary of the Company or the Fund) with immediate effect. If Hiscox fails or refuses to cause any person designated by GEI. For purposes it to the Board to resign therefrom (and from any other committee of the Board and the board of directors (or equivalent governing body) of any Subsidiary of the Company or the Fund), in each case in accordance with the terms set forth in this Section 9 2(a), then Hiscox hereby irrevocably and unconditionally appoints (which appointment is coupled with an interest) the Secretary and the effectiveness Assistant Secretary of the voting agreements hereinCompany as his or its attorney-in-fact in Hiscox’s name and as its act and deed to execute all such documents and do all such other things as the attorney-in-fact shall, ownership of Common Stock shall be calculated based upon in his or its absolute discretion, consider necessary or desirable in order to effect the Fully Diluted Ownership removal from the Board (and any committee of the individual Board and his Related Transferees, in the aggregateboard of directors (or equivalent governing body) of any Subsidiary of the Company or the Fund) of any person designated by Hiscox to the Board (or any other committee of the Board or the board of directors (or equivalent governing body) of any Subsidiary of the Company or the Fund).

Election of Directors. So long as such individuals respectively own ---------------------- Subject to Sections 2.3(c) and 2.3(d) below, the requisite amount Company's and the Operating Company's Boards of Common Stock set forth hereinDirectors shall be fixed at ten (10) members, each of which one member shall be designated by Arthur E. Reiner (which mxxxxx xxxxx xx Xx. Reiner himself) (xxx "Xxxxxr Nominee"), two members (xxx of which members shall be either Mr. Cornstein himself, or xx Xx. Xxxxxxein is no longer ax xxxxoyee of the Company, a management employee of the Company) shall be designated by David B. Cornstein (the "Cornxxxxx Xxxxxxxx"), two members shall be designated by the Applicable ELI Holders (the "ELI Nominexx"), and xxx members shall be designated by the Applicable Lee Holders (the "Lee Xominees"). The directxxx shall be divided into classes. The initial term of one Desai Nominee and one Lee Noxxxxx shall expire in 1996; the initial term of the Reiner Nominee and the Cornstxxx Xominees shall expire in 1997; and the initial term of the other Stockholders agrees to vote his Lee Nominee and other Xesai Nominee shall expire xx 1998. At the option of the Applicable Lee Holders and the Applicablx XLI Holders, respectively, thx Lee Nominee(s) or its Common Stockthe ELI Nomxxxe(s), respectively, xhall be reduced by one or by two, and cause his Related Transferees such Lee Nominee(s) or ELI Nominxx(s), as the case may be, shall be removed from the Board of Directors and, during such time as the Applicable Lee Holders and the Applicaxxx ELI Holders, respectxxxly, would otherwise have had the right to vote their Common Stockdesignate a Director hereunder, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections a representative of the directors Applicable Lee Holders or the Xxxlicable ELI Holders, as the case may xx, shall continue to have the right to attend meetings of the Board of Directors of the Company whether by meeting and the Operating Company as an observer without a vote or action in writingother 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). Such agreement In addition to vote shall be effective as any other rights under this Agreement, (x) any transferee of any of the Lee Holders, the ELI Xxxders and David B. Cornxxxin, who is an Xxxxxxxxxxxxx Xxxestor and who holds pursuant to each such individual 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 such individual continues to own (directly orthey hold, in the case of Xx. XxXxxxxxxcollectively, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than ) of the corresponding decrease in ownership issued and outstanding shares of Common Stock of GEI the Company (and have not designated a director pursuant to date. Each this Section 2.3(a)), shall have the right to attend meetings of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections Boards of directors Directors of the CompanyCompany and its Subsidiaries, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transfereesand, in the aggregatecase of the Cornstein Beneficiaries, the Executive Committee, 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 its 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 Company and its Subsidiaries).

Election of Directors. So The Company’s sixth amended and restated memorandum and articles of association (the “Memorandum and Articles”) shall provide that the Company’s board of directors (the “Board”) shall consist of not more than twelve (12) members, which number of members shall not be changed except pursuant to an amendment to the Memorandum and Articles. For so long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each Preferred Shares or Ordinary Shares issuable upon conversion of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx Preferred Shares held by Shunwei is no less than five percent ("XXXXXXXX" and XXXXXXXXX"5%) in all elections of the directors total number of issued and outstanding Ordinary Shares of the Company whether by meeting or action in writing. Such agreement (calculated on an as-converted and fully-diluted basis), it shall have the right to vote shall be effective as to each such individual appoint and remove one (1) director (the “Shunwei Director”); for so long as such individual continues to own the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares held by People Better is no less than five percent (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/35%) of the Common Stock owned total number of issued and outstanding Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis), it shall have the right to appoint and remove one (1) director (the “PB Director”); for so long as the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares held by him Beautyworks is no less than five percent (5%) of the total number of issued and outstanding Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis), it shall have the date hereof. Such agreement right to vote appoint and remove one (1) director (the “Beautyworks Director”); for so long as the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares collectively held by Crystal Stream and HH RSV is no less than five percent (5%) of the total number of issued and outstanding Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis), they shall cease have the right to appoint and remove one (1) director (the “HH Director”); for so long as (A) the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares held by SBVA is no less than five percent (5%) of the total number of issued and outstanding Ordinary Shares of the Company (calculated on an as-converted and fully-diluted basis), or (B) SBVA continues to hold at least a majority of all the Series C-1 Preferred Shares then outstanding, it shall have the right to appoint and remove one (1) director (the “SBVA Director”); for so long as (A) the Preferred Shares or Ordinary Shares issuable upon conversion of the Preferred Shares held by CMC is no less than eighty percent (80%) of the total number of Shares initially subscribed by it at the Initial Closing under the Series D-1 Purchase Agreement, and (B) CMC and/or its Affiliate does not invest in those companies that directly compete against the Company as listed in Part A of Exhibit D attached hereto (which list may be updated from time to time pursuant to Section 4.10), their respective Affiliates and successors (collectively, the “Company Competitors” and each, a “Company Competitor”), it shall have the right to appoint and remove one (1) director (the “CMC Director”); for so long as (A) Alibaba’s beneficial ownership percentage in the Company is no less than that of Alibaba Group Holding Limited and any entities Controlled by it (collectively, the “AGH Entities” and for the avoidance of doubt, the AGH Entities shall not include Ant Group Co., Ltd. and any entities Controlled by it) in any of the Company Competitors listed in Part B of Exhibit D attached hereto, their respective Affiliates and successors (collectively, the “Major Company Competitors” and each, a “Major Company Competitor”) (in each case, calculated on an as-converted and fully-diluted basis), provided, however, that the foregoing requirement under this sub-section (A) shall otherwise be deemed to be effective upon the first to occur ofmet if any failure of such requirement being met is caused by: (i) such individual ceasing to own (directly or indirectly, the beneficial ownership of Alibaba in the Company being diluted as aforesaid) in excess of one-third (1/3) a result of the Common Stock owned by him on the date hereof and Company’s equity financing; or (ii) a Disproportionate Sale after which such individual the beneficial ownership of the AGH Entities in any of the Major Company Competitors being increased due to reasons not attributable to the AGH Entities, (B) the director appointed by Alibaba does not serve as director or senior management in any of the Major Company Competitors, and his Related Transferees own less (C) Alibaba does not sell, transfer or dispose of more than two-thirds (2/3) of the Common Stock owned total number of Shares held by him it immediately after the Closing under the Series D-2 Purchase Agreement, it shall have the right to appoint and such Related Transferees on remove one (1) director (the date hereof“Alibaba Director”, together with the Shunwei Director, the PB Director, the Beautyworks Director, the HH Director, the SBVA Director, the CMC Director and the Alibaba Director, collectively, the “Preferred Directors”); and the Founder Holdco shall have the right to appoint and remove five (5) directors, provided that, (A) as long as CAI Guangyuan (蔡光渊) continues to serve as a director in the Board, he shall be entitled to four (4) votes for the purpose of any Board meeting or written Board resolutions; and (B) the number of directors appointed by the Founder Holdco shall be limited to four (4) unless the holder of the majority of the Series D-2 Preferred Shares has appointed a director to the Board. A "DISPROPORTIONATE SALE" as Reasonably prior to either individual occurs on the date completion of a Transfer of Common Stock as a result of which Qualified Public Offering, the Common Stock owned by such individual Company shall discuss in good faith with all the existing shareholders and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the CompanyCompany to determine the appropriate Board composition upon the completion of a Qualified Public Offering. The Company shall bear the reasonable cost associated with a director attending the meetings of the Board, whether by meeting or action in writingincluding all travel, in favour of all nominees for lodging and meal expenses. The right to appoint and remove the board of Preferred Directors and any limitation on the Founder Holdco’s ability to appoint and remove directors proposed by GEI. For purposes of pursuant to this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock 1.2(a) shall be calculated based terminate upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregatea Qualified Public Offering.

Election of Directors. So long as such individuals respectively own ---------------------- Subject to the requisite amount provisions of Common Stock set forth hereinSection 5.7, each the Board of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors Directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) will consist of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur offollowing persons: (i) such individual ceasing the Company’s President and Chief Executive Officer; (ii) Xxxxxxx X. Xxxxxxx representing the holders of the Company’s Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock (collectively, the “Junior Stock”); (iii) two directors to own be designated by the holders of a majority of Series D Stock and Series D-1 Stock collectively, currently designated as Buzz Xxxxxx and Xxxxxxxx X. Xxxxx (directly or indirectlythe “Series D Directors”); (iv) one director to be designated by Three Arch Capital, L.P., which seat shall initially be vacant (the “Series E Director”); (v) one director to be designated by Camden Partners Strategic Fund III, L.P. and Camden Partners Strategic Fund III-A, L.P., currently designated as aforesaidXxxxxxxxxxx X. Xxxxxx (the “Series F Director”) in excess and (vi) four outside directors to be designated by the vote of one-third at least seventy percent (1/370%) of the other directors then in office. Each time the stockholders of the Company meet, or act by written consent in lieu of a meeting, for the purpose of electing the directors to serve on the Company’s Board of Directors, each Common Stock Holder and each Investor shall vote all shares of the Company’s capital stock owned by him on such Common Holder or Investor, as the date hereof case may be, in order to cause the election of the directors as set forth above. The Investors and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3Common Holders shall not vote to remove any director(s) of the Common Stock owned Company designated pursuant to this Section 5 unless such removal is requested or consented to by him the party(ies) that have the right to designate such director(s) and such Related Transferees on any vacancy created by the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date resignation, removal or death of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased director elected pursuant to this Section 5.3, shall be filled by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregaterepresentative designated as provided above.”

Election of Directors. So long Each Preferred Stockholder and each Founder shall take or cause to be taken such actions as such individuals respectively own ---------------------- may be required from time to time to establish and maintain the requisite amount number of Common Stock set forth herein, each persons comprising the Board of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors Directors of the Company whether at seven (7) or at such other number as the Board of Directors may determine from time to time, and to elect as directors (i) one representative designated by meeting or action in writing. Such agreement HarbourVest Partners, LLC ("HVP"), (ii) one representative designated by BancBoston Ventures, Inc. (together, with the representative elected pursuant to vote shall be effective as to each such individual so long as such individual continues to own the foregoing clause (directly ori), in the case "Series C Directors"), (iii) one representative of Xx. XxXxxxxxxthe Company's Series A Convertible Voting Preferred Stock, through par value $.01 per share (the "Series A Stock") designated for election by holders of at least a family trust majority of the Series A Stock issued and in either caseoutstanding (the "Class A Director"), through Related Transferees after (iii) two representatives of the date hereofFounders designated for election by the Founders (the "Founder Directors") and (iv) two independent directors designated for election by both (A) at least two-thirds (2/3) a majority of the Common Series C Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: issued and outstanding, voting as a separate class, and (iB) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) at least a majority of the Common Series A Stock owned by him on issued and outstanding, voting as a separate class; provided that each such independent director shall be a person that is not a director, officer, employee, agent, representative or Affiliate of any Investor or of Ashton. Without limiting the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) generality of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greaterforegoing, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each each annual meeting of the Stockholders further agrees stockholders and at each special meeting of the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections stockholders called for the purpose of electing directors of the Company, whether by meeting and at any time at which the stockholders have the right to, or action shall, elect directors of the Company, then, and in writingeach event, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 Preferred Stockholders and the effectiveness Founders shall vote all Shares owned by them (or shall consent in writing in lieu of a meeting of stockholders, as the case may be) to set the number of, and to elect persons as, directors of the voting agreements herein, ownership of Common Stock shall be calculated based upon Company in accordance with the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregatepreceding sentence."

Election of Directors. So long as such individuals respectively own ---------------------- Subject to the requisite amount terms and conditions of Common Stock set forth hereinthis Agreement, (i) from and after the Closing until the First Threshold Date, RDLT shall have the right to designate one individual (in his discretion) to be nominated to serve on the Board (the “First Sxxxxxx Nominee”), and (ii) if the Earnout Class A Shares are issuable to Seller in accordance with the Merger Agreement, then from and after the Earnout Issuance Date until the Second Threshold Date, RDLT shall have the right to designate one additional individual (in his discretion) to be nominated to serve on the Board (the “Second Sxxxxxx Nominee” and together with the First Sxxxxxx Nominee, the “Sxxxxxx Nominees”), in each case, by giving written notice (“Election Notice”) to the Company in accordance with Section 9.11 hereof in no event later than the deadline for receipt of a stockholder proposal to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, with respect to any meeting of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the Company’s stockholders at which directors of the Company whether applicable class are to be elected (or, if the Certificate of Incorporation no longer provides for the division of directors into three (3) classes, any meeting of the Company’s stockholders at which directors are to be elected) (any such meeting, an “Applicable Election”). In furtherance of the foregoing, (x) within five (5) Business Days after the latest of (i) the Closing and (ii) receipt of the Election Notice by meeting the Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws, and (y) if applicable, within five (5) Business Days after the latest of (i) the Earnout Issuance Date (if at all), and (ii) receipt of the Election Notice by the Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws, the Board shall increase the size of the Board by one (1) director, as applicable, which vacancies shall be created on the applicable Classes of the Board in accordance with the provisions of Section 1.1(b) below, if the Certificate of Incorporation shall provide for the division of directors into three (3) classes; provided, however, that with respect to clause (x), if the Election Notice is received by the Company’s secretary or other officer designated for receipt of a stockholder proposal under the Bylaws at least five (5) Business Days prior to the Closing, such Board action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregateClosing.

Election of Directors. So For so long as such individuals respectively own ---------------------- at least 10,000,000 shares of Series A Preferred Stock are outstanding (as adjusted for stock splits, stock dividends, reclassification and the requisite amount like occurring after the Effective Time), the holders of Series A Preferred Stock (voting together as a separate class and on an as-converted basis) shall be entitled to elect one (1) director of the Corporation (the “Series A Director”) at any election of directors. For so long as at least 2,000,000 shares of Series C-2 Preferred Stock and/or rights to acquire at least 2,000,000 shares of Series C-2 Preferred Stock under the Investment Agreement are outstanding (in each case, as adjusted for stock splits, stock dividends, reclassification and the like occurring after the Effective Time), the holders of Series C-2 Preferred Stock (voting together as a separate class and on an as-converted basis) (or, prior to the issuance of any shares of Series C-2 Preferred Stock, the holders of the right to acquire Series C-2 Preferred Stock pursuant to the Investment Agreement, by written consent) shall be entitled to designate one (1) director of the Corporation (the “Series C-2 Director”, and together with the Series A Director, each a “Preferred Director”). The holders of Class B Common Stock set forth (voting separately as a single Confidential Treatment Requested by Uber Technologies, Inc. Pursuant to 17 C.F.R. Section 200.83 class) shall be entitled to elect six (6) directors of the Corporation at any election of directors. Notwithstanding anything to the contrary contained herein, each neither the holders of the other Stockholders agrees to vote his or its Common Series Seed Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-3 Preferred Stock, and cause his Related Transferees Series D Preferred Stock, nor the holders of Class A Common Stock will be entitled to vote their Common Stockin the election or removal of any directors of the Corporation. Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the Delaware General Corporation Law, any vacancy, including newly created directorships resulting from any increase in favor the authorized number of Xxxxxxx X. Xxxxxxxx directors or amendment of this Restated Certificate of Incorporation, and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the action of the Company whether Board of Directors to fill such vacancy by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) voting for their own designee to fill such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) vacancy at a meeting of the Common Stock owned by him on the date hereof and Corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) sufficient number of shares to elect their designee at a meeting of the Common Stock owned by him stockholders. Any director may be removed during his or her term of office, either with or without cause, by, and such Related Transferees on only by, the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each affirmative vote of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors holders of the Companyshares of the class or series of stock entitled to elect such director or directors, whether given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregatepursuant to written consent.

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each (i) As of the other Stockholders agrees to vote his or its Common Stockdate hereof, and cause his Related Transferees to vote their Common Stock, in favor the Board of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors Directors of the Company whether by meeting or action in writing(the "Board") will consist of Joel Xxxxxxxx, Xxofxxxx X. Xxxxx, Xxsox X. Xxxxxxxxxx xxx Jamex X. Xxxxxx. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust Xxom and in either case, through Related Transferees 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 up to five (5) members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement 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 two-thirds fifteen percent (2/315%) of the outstanding Common Stock owned (assuming conversion of all Preferred Stock), two representatives designated by him on Warburg (each, a "Warburg Director"), provided, however, that in the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof event Warburg and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by its Affiliates Own Shares comprising at least five percent (5%) but less than fifteen (15%) of the 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 corresponding decrease in ownership of outstanding Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour (assuming conversion of all nominees for Preferred Stock) the board of directors proposed by GEI. For purposes of this Section 9 Board shall not include any Warburg Directors, (ii) as long as Prudential Securities Group, Inc., a Delaware corporation ("Prudential"), and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual its Affiliates and his Related TransfereesTransferees 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), "

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX"a) in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual For so long as such individual continues (i) the Controlling Stockholders collectively own beneficially or of record or otherwise have the right to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) vote or consent with respect to at least twothirty-thirds five percent (2/335%) of the total number of the then outstanding shares of Parent Common Stock owned by him (including Parent Preferred Stock calculated on an as-if-converted basis) (such period being referred to herein as the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i“Voting Period”) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and Xxxx Xxxxxxxx or his Related Transferees own less than two-thirds (2/3) estate owns beneficially or of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by record at least five percent million (5%5,000,000) shares (as adjusted for stock splits, stock dividends, combinations or the like) of Parent Common Stock (including Parent Preferred Stock calculated on an as-if-converted basis), than (A) Parent shall use its commercially reasonable efforts to cause the corresponding decrease Board to nominate Xxxx Xxxxxxxx (or if Xxxx Xxxxxxxx dies or becomes incapacitated, the duly appointed nominee of his estate, trustee, executor or guardian, as applicable) to the Board for a three-year term upon the expiration in ownership 2012 of Common Stock of GEI his term on the Board, (B) each Controlling Stockholder agrees to date. Each vote or consent the Controlling Stockholder Shares and any New Shares held by it in favor of the Stockholders further re-election of Xxxx Xxxxxxxx (or if Xxxx Xxxxxxxx dies or becomes incapacitated, the duly appointed nominee of his estate, trustee, executor or guardian, as applicable) to the Board for a three-year term upon the expiration in 2012 of his term on the Board, such that he (or such duly appointed nominee) will continue to serve on the Board for the 2012-2015 term and (C) each Controlling Stockholder agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote the Controlling Stockholder Shares and any New Shares held by it against (and not consent to) any action that could reasonably be expected to have the effect of preventing or disabling the Controlling Stockholders from performing their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of obligations under this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregate4(a).

Election of Directors. So From and after the Trigger Date (as defined in Section 6(b) below), for so long as such individuals respectively own ---------------------- any holder of Series C Preferred Stock (the requisite amount “Series C Holder”) (and/or any Affiliate thereof) holds outstanding shares of Series C Preferred Stock, Series B Preferred Stock and/or preferred stock convertible or exchangeable for shares of Common Stock, that, on an as-converted basis, together with any shares of Common Stock held by the Series C Holder (and/or any Affiliate thereof) represent the percentage (the “Series C Preferred Stock Percentage”) of the outstanding shares of Common Stock set forth hereinbelow, each after giving effect to the conversion into Common Stock of the other Stockholders agrees to vote his or its Common all outstanding shares of Series C Preferred Stock, Series B Preferred Stock and cause his Related Transferees such preferred stock, such Series C Holder, exclusively and as a separate class, shall be entitled to vote their Common Stock, in favor elect the number of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting Corporation (the “Series C Directors”) opposite such percentage. Series C Preferred Stock Percentage Series C Director(s) Fifty percent (50%) or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own more 4 Thirty percent (directly or30%) or more, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own but less than two-thirds fifty percent (2/350%) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater3 Twenty percent (20%) or more, by at least five but less than thirty percent (30%) 2 Five percent (5%) or more, but less than twenty percent (20%) 1 In the event that the size of the board of directors is increased in accordance with Section 6(c)(iii) below, the Corporation and the holders of record of the shares of Series C Preferred Stock shall adjust the Series C Preferred Stock Percentages and the corresponding number of Series C Directors as such parties shall determine to be appropriate. Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the Series C Holder, exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the Series C Holder fails to elect a sufficient number of directors to fill all directorships for which it is entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Section 6(a), then any directorship not so filled shall remain vacant until such time as the Series C Holder elects a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the corresponding decrease in ownership Series C Holder, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of GEI any other class or series of voting stock (including the Series C Preferred Stock), exclusively and voting together as a single class, shall be entitled to date. Each elect the balance of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections total number of directors of the Company, whether by Corporation. At any meeting or action in writing, in favour of all nominees held for the board purpose of directors proposed electing a director, the presence in person or by GEIproxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. For purposes of Except as otherwise provided in this Section 9 and 6(a), a vacancy in any directorship filled by the effectiveness holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the voting agreements herein, ownership holders of Common Stock shall be calculated based upon such class or series or by any remaining director or directors elected by the Fully Diluted Ownership holders of the individual and his Related Transferees, in the aggregatesuch class or series pursuant to this Section 6(a).

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX"i) in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly orThe foregoing notwithstanding, in the event of the Company's failure to pay dividends in accordance with Section 3, or the occurrence of one or more Events of Noncompliance, within 10 Business Days of such failure or such event, as the case may be, the Company shall notify each holder of Xx. XxXxxxxxxPreferred Stock thereof in writing, through a family trust and in either case, through Related Transferees after the date hereof) number of directors constituting the Board shall thereupon be automatically increased so that the number of new directorships of the Board so created will constitute at least two-thirds 25.0% (2/3rounded up to the nearest whole number) of the Common entire Board, after giving effect to such increase, and the holders of the Preferred Stock owned shall have, in addition to the other voting rights provided herein, the exclusive and special right, voting separately as a class, to elect directors to fill such newly created directorships (and to fill any vacancy in such directorships until such time as the special voting rights provided by him on this Section 6(c)(i) shall terminate as set forth below). If the date hereofevent giving rise to the special voting rights was a failure to pay dividends or an Event of Noncompliance described in Section 10(a)(iii), the special voting rights will continue until all accrued and unpaid dividends have been paid in full or all Events of Noncompliance have been cured, as the case may be, subject to revesting in the event of any future failure to pay dividends in accordance with the terms hereof or a subsequent Event of Noncompliance. Such agreement Except as provided in the prior sentence, the special voting rights provided by this Section 6(c)(i) shall continue as long as any Preferred Stock is outstanding. If the special voting rights provided by this Section 6(c)(i) terminate, the terms of the additional directors elected by the holders of Preferred Stock pursuant to vote this Section 6(c)(i) shall cease terminate and the number of directors constituting the Board shall then be decreased to be effective such number as constituted the whole Board immediately prior to the occurrence of the event giving rise to such special voting rights. The special voting rights provided in this Section 6(c)(i) shall not preclude or affect the exercise of any other rights or remedies provided hereby or by agreement, by law or otherwise upon the first occurrence of any event giving rise to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregatespecial rights.

Election of Directors. So long as (a) Each of Martxx xxx Terexx xxxll be entitled to designate to the other four individuals to be voted for and to serve on the board of directors of Newco #1 (each a "Director Designee") (provided that such individuals respectively own ---------------------- have not been involved in any legal proceedings of the requisite amount type specified in Item 401(f) of Common Stock set forth hereinRegulation S-K). Each of Martxx xxx Terexx xxxll, and shall use his best efforts to cause each of the other Stockholders agrees to vote his their respective affiliates (as used in this Agreement, "affiliate" shall include, without limitation, any person or its Common Stockentity which, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaidcontrols, is controlled by or under common control with such person or entity, members of any individual's immediate family and any trusts, the trustee and all beneficiaries of which are such persons or members of such individual's immediate family), to (i) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof nominate for election and 1 2 (ii) a Disproportionate Sale after which such individual and vote all of his Related Transferees own less than two-thirds (2/3) Shares entitled to vote thereon for the election of the Common Stock owned other party's Director Designees at any meeting of stockholders of Newco #1 or by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each written consent of the Stockholders further agrees the he holders of voting securities of Newco #1 without a meeting. (b) If at any time either Martxx xx Terexx xxxll notify Newco #1 of such party's desire to have one or it more of their respective Director Designees removed, each of Martxx xxx Terexx xxxll, and shall use his best efforts to cause each of their respective affiliates to, subject to all applicable requirements of law, vote its Common Stock and cause its Related Transferees all of his Shares entitled to vote their Common Stock, in all elections thereon for the removal of directors such director at any meeting of the Company, whether stockholders of Newco #1 or by meeting or action in writing, in favour written consent of all nominees for the holders of voting securities of Newco #1 without a meeting. (c) Whenever any Director Designee ceases to serve on the board of directors proposed of Newco #1 (whether by GEI. For purposes reason of this Section 9 and death, resignation, removal or otherwise), the effectiveness of the voting agreements herein, ownership of Common Stock successor director shall be calculated based upon acceptable to the Fully Diluted Ownership party who designated the Director Designee creating the vacancy. In the event the board of directors of Newco #1 fills a vacancy with a person not acceptable to the individual and his Related Transfereesparty who designated the Director Designee creating the vacancy, in Martxx xxx Terexx xxxee to immediately jointly request the aggregateSecretary of Newco #1 to call a special meeting of stockholders of Newco #1 for the election of directors. (d) Martxx xxx Terexx xxxee to jointly request the Secretary of Newco #1 to call a special meeting of stockholders of Newco #1 if either Martxx xx Terexx xxxuests such a meeting. SECTION 2.

Election of Directors. So long During the term of this Agreement, the --------------------- Preferred Holders and Common Holders agree that they shall vote all of their respective shares of the Company's Preferred Stock or Common Stock, whether beneficially or otherwise (the "Shares") in the following manner to elect members to the Company's Board of Directors, as such individuals respectively own ---------------------- follows: (1) the requisite amount Company's Chief Executive Officer, (2) two people, who shall initially be Xxx Xxxxxx and Xxxx Xxxxxxx, who shall be determined by a vote of the holders of a majority of the Series B Preferred Stock, (3) one person, who shall initially be Xxxxxx Xxxxxxx, who shall be determined by a vote of the holders of a majority of the Series A Preferred Stock and Common Stock, voting together as a single class, on an as- converted basis, (4) one person, who shall initially be Xxxxx Xxxx, who shall be determined by a vote of the holders of a majority of the Series C Preferred Stock and (5) any additional seats shall be filled with people who shall be outside independent directors (designated "At-Large directors"). Any At-Large director shall be a nominee that is mutually acceptable to a majority in interest of the holders of Common Stock set forth herein, each and majority in interest of the other Stockholders agrees holders of Preferred Stock. Any vote taken to vote his remove any director elected pursuant to this Section 8, or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of fill any vacancy created by the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date resignation of a Transfer of Common Stock as a result of which director elected pursuant to this Section 8, shall also be subject to the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes provisions of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregate8.

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, At each annual meeting of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections stockholders of the directors Company, or at each special meeting of the stockholders of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in involving the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections election of directors of the Company, whether by meeting and at any other time at which stockholders of the Company will have the right to or action will vote for or render consent in writing, in favour of all nominees for writing regarding the board election of directors proposed of the Company, then and in each event, the Stockholders hereby covenant and agree to vote all shares of voting capital stock of the Company presently owned or hereafter acquired by GEI. For purposes them (whether owned of record or over which any person exercises voting control) in favor of the following actions: to fix and maintain the number of directors initially at thirteen which number may not be further changed except by an amendment to this Section 9 Agreement approved by the consent of the holders of fifty-one percent (51%) or more of the Preferred Stock; and to cause and maintain the election to the Board of Directors of the Company: so long as at least one-third of the number of shares of Series A Preferred Stock set forth on Schedule A are outstanding, three representatives designated by the Series A Investors, one of whom shall be a representative of TBG Information Investors LLC (the "TBG Director"), who shall initially be Oakleigh Xxxxxx, one of whom shall be a representative of Core Learning Group LLC (the "Core Learning Director"), who shall initially be Xxxxxxx Xxxxxxxxx, and the effectiveness other of whom shall be a representative of the voting agreements hereinSeries A Investors as a class (the "Series A Investor Director" and, ownership with the TBG Director and the Core Learning Director, the "Series A Investor Directors"), who shall initially be Xxxxxx Xxxxxxx; so long as Xxxx & Xxxxxx Company controls one-third of the number of shares of Common Stock held by Xxxx & Xxxxxx Company and its subsidiaries, as listed on Schedule A, three nominees designated by Xxxx & Xxxxxx Company, subject to Section 1.2 below (the "Xxxx & Xxxxxx Common Directors"); so long as Infonautics, Inc. controls one-third of the number of shares of Common Stock held by Infonautics, Inc., listed on Schedule A, two nominees designated by Infonautics, Inc., who shall initially be Xxxxx Xxxxxxxxx and Xxxxx Xxx Xxxxx Xxxxxx; two nominees represented by the Company's management, who shall initially be Xxxx X. Xxxxx, Xx. and Xxxxx Xxxxxx; and so long as at least one-third of the number of shares of Series B Preferred Stock set forth on Schedule A are outstanding, three representatives designated by the Series B Investors, one of whom shall be calculated based upon a representative of Xxxx & Xxxxxx Company (the Fully Diluted Ownership "Xxxx & Xxxxxx Series B Director"), provided, that Xxxx & Xxxxxx Company holds at least thirty percent (30%) of the individual number of shares of Series B Preferred Stock set forth on Schedule A opposite Xxxx & Xxxxxx Company's name, and his Related Transferees, in the aggregateother directors shall be representatives of the Series B investors as a class (the "Series B Investor Directors"). The Series A Investor Director shall be nominated by holders of a majority of the outstanding Series A Preferred Stock owned by the Series A Investors. The Series B Investor Directors shall be nominated by holders of a majority of the outstanding Series B Preferred Stock owned by the Series B Investors other than Xxxx & Xxxxxx Company (as long as Xxxx & Xxxxxx Company is entitled to nominate the Xxxx & Xxxxxx Series B Director).

Election of Directors. So long as such individuals respectively own ---------------------- The Company and the requisite amount of Common Stock set forth hereinStockholders shall --------------------- take all action, each of the other Stockholders agrees including but not limited to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) instructing their director designees provided herein to take such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof actions and (ii) a Disproportionate Sale after which such individual voting their Shares, so that the Company's and his Related Transferees own less than two-thirds (2/3) the Operating Company's Boards of Directors shall be identical in number and membership and designated as set forth below. Notwithstanding anything to the contrary in the foregoing sentence, the TRW Investor shall have none of the Common Stock owned by him and such Related Transferees on obligations described in the date hereof. A "DISPROPORTIONATE SALE" as foregoing sentence during any time that the TRW Investor no longer has the right to either individual occurs on designate a member of the date Board of a Transfer of Common Stock Directors as a result of which the Common Stock owned by such individual 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 Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees manner set forth below, and designated as follows: two (2) members shall be designated by the he or it Xxx Investors (the "THL Designees"); one (1) member shall vote its Common Stock be designated by THL ------------- Equity Fund (the "THL Equity Fund Designee" and, together with the THL ------------------------ Designees, collectively the "Xxx Designees"); one (1) member shall be designated ------------- by Xxxx Fund V (the "Xxxx Fund V Designee"); one (1) member shall be designated -------------------- by Xxxx Fund V-B (the "Xxxx Fund V-B Designee"); one (1) member shall be ---------------------- designated by BCIP (the "BCIP Designee" and, together with the Xxxx Fund V ------------- Designee and cause its Related Transferees to vote their Common Stockthe Xxxx Fund V-B Designee, in all elections of directors the "Xxxx Designees"); one (1) member -------------- shall be designated by the TRW Investor (the "TRW Designee"); and one (1) member ------------ shall be designated by the Lead Investors, which designee shall be a member of the Company's or the Operating Company's management and who initially shall be X. Xxx Xxxxxxxx (the "Lead Investors -------------- Management Designee"). The Xxxx Fund V Designee, whether by meeting or action in writingthe Xxxx Fund V-B Designees, in favour of all nominees for ------------------- the board of directors proposed by GEI. For purposes of this Section 9 BCIP Designee, the THL Designees and the effectiveness of the voting agreements herein, ownership of Common Stock THL Equity Fund Designee shall be calculated based upon referred to herein collectively as the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregate"Inside Lead Investors Designees." --------------------------------

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each (i) As of the other Stockholders agrees to vote his or its Common Stockdate hereof, and cause his Related Transferees to vote their Common Stock, in favor the Board of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors Directors of the Company whether by meeting or action in writing(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. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust Xxom and in either case, through Related Transferees 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 owned by them, required to cause the Board to consist of at least twoeight (8) members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (A) the Chief Executive Officer of the Company, (B) as long as Warburg, Pincxx Xxxtures, L.P. ("Warburg") and its Permitted Transferees own at least seven and one-thirds half percent (2/37.5%) of the Common Stock owned by him of the Company, calculated on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: an as converted basis, but less than twenty percent (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/320%,) of the Common Stock owned of the Company, calculated on an as converted basis, one representative designated by him on the date hereof Warburg; as long as Warburg and (ii) a Disproportionate Sale after which such individual and his Related its Permitted Transferees own less than two-thirds at least twenty percent (2/320'%) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether calculated on an as converted basis, two representatives designated by meeting or action in writingWarburg (each, in favour of all nominees for a "Warburg Director"), (C) as long as T. Scotx Xxxxxxx, Xxsbxxx Xxxxxxx, Xxnseatic and MPM Medicines L.P. (collectively, the board of directors proposed by GEI. For purposes of this Section 9 -MPM Group") and the effectiveness their Permitted Transferees as a group own at least seven and one-half percent (7.5%) of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual 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 his Related Transfereesits 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 removal of such director in accordance with the aggregateterms 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.

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, In any and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, Corporation (whether by at a meeting or action by written consent in writinglieu of a meeting) each Shareholder shall vote or cause to be voted all Common Stock owned by it now and hereafter acquired, or over which it has voting control, and otherwise use its respective best efforts, so as to designate two directors designated by Bxxxxxx, two directors designated by Rxxxxx and the remainder of the directors (the “Outside Directors”) as is are mutually acceptable to Bxxxxxx and Rxxxxx. The parties hereby agree that Gxxxxx X. Xxxxxxx III, Rxxxx X. Childs, Jr., Mxxxxxx X. Xxxxxxxxxx, Bxxxxxxx X. Xxxxx and Gxxx X. Xxxxxxx are mutually acceptable to Bxxxxxx and Rxxxxx. In the event that Bxxxxxx and Rxxxxx are unable, in favour their reasonable discretion, to agree on one or more Outside Directors within thirty (30) days of all nominees the creation of a vacancy, then Bxxxxxx and Rxxxxx shall, in their reasonable discretion, each appoint a representative within ten (10) days, the representatives so appointed shall, in their reasonable discretion, nominate candidates for the board of directors proposed by GEI. For purposes of this Section 9 such Outside Director positions, and the effectiveness Shareholders shall vote their Shares in favor of such nominees. Bxxxxxx, in his reasonable discretion, shall have the right to appoint any person as a representative other than Cxxxxxx. Rxxxxx shall have the right, in his reasonable discretion, to appoint any person as a representative other than Bxxx, Axxxx Xxxxxx or their children. The parties acknowledge that federal securities laws and the requirements of any exchange or listing authority may establish criteria for outside directors of public companies and that the parties, and any representatives appointed pursuant to this Subsection, shall consider such requirements in making nominations of Outside Directors The directors initially designated by Bxxxxxx are Cxxxxxx and Sxxxxx X. Xxxxxxx; the directors initially designated by Rxxxxx are Bxxx and Rxxxxxx X. Xxxxxx and the directors initially deemed mutually acceptable and designated by the Shareholders are Gxxxxx X. Xxxxxxx III, Rxxxx X. Childs, Jr., Mxxxxxx X. Xxxxxxxxxx, Bxxxxxxx X. Xxxxx and Gxxx X. Xxxxxxx. No Shareholder shall vote to remove any Outside Director without the prior written consent of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregateother Shareholders.

Election of Directors. So For so long as such individuals respectively own ---------------------- at least 40,000,000 shares of Series A Preferred Stock are outstanding (as adjusted for stock splits, stock dividends, reclassification and the requisite amount like occurring after the Effective Time), the holders of Series A Preferred Stock (voting together as a separate class and on an as-converted basis) shall be entitled to elect one (I) director of the Corporation (the “Series A Director”) at any election of directors. For so long as at least 8,000,000 shares of Series C- 2 Preferred Stock and/or rights to acquire at least 8,000,000 shares of Series C-2 Preferred Stock under the Investment Agreement are outstanding (in each case, as adjusted for stock splits, stock dividends, reclassification and the like occurring after the Effective Time), the holders of Series C-2 Preferred Stock (voting together as a separate class and on an as-converted basis) (or, prior to the issuance of any shares of Series C-2 Preferred Stock, the holders of the right to acquire a majority of the shares of Series C-2 Preferred Stock pursuant to the Investment Agreement, by written consent) shall be entitled to designate one director of the Corporation (the “Series C-2 Director”, and together with the Series A Director, each a “Preferred Director”). The holders of Class B Common Stock set forth (voting separately as a single class) shall be entitled to elect six directors of the Corporation at any election of directors. Notwithstanding anything to the contrary contained herein, each neither the holders of the other Stockholders agrees to vote his or its Common Series Seed Preferred Stock, Series B Preferred Stock, Series C-1 Preferred Stock, Series C-3 Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and cause his Related Transferees Series F Preferred Stock nor the holders of Class A Common Stock will be entitled to vote their Common Stockin the election or removal of any directors of the Corporation. Notwithstanding the provisions of Section 223(a)(I) and 223(a)(2) of the Delaware General Corporation Law, any vacancy, including newly created directorships resulting from any increase in favor the authorized number of Xxxxxxx X. Xxxxxxxx directors or amendment of this Restated Certificate of Incorporation, and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the action of the Company whether Board of Directors to fill such vacancy by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) voting for their own designee to fill such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) vacancy at a meeting of the Common Stock owned by him on the date hereof and Corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) sufficient number of shares to elect their designee at a meeting of the Common Stock owned by him stockholders. Any director may be removed during his or her term of office, either with or without cause, by, and such Related Transferees on only by, the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each affirmative vote of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors holders of the Companyshares of the class or series of stock entitled to elect such director or directors, whether given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregatepursuant to written consent.

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each (i) As of the other Stockholders agrees to vote his or its Common Stockdate hereof, and cause his Related Transferees to vote their Common Stock, in favor the Board of Directors of the Company (the "Board") will consist of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" Xxxxx"), Xxxx O'X. Xxxxxx ("Xxxxxx"), Xxxxxxx X. Xxxxxxxxxx, Xxxxxxx Xxx, Xxxxxx X. Xxxxxx and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writingXxxxxx X. Xxxxx. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust From and in either case, through Related Transferees after the date hereof, the Investors and the Company shall take all action within their respective power, including but not limited to, the voting of all shares of capital stock of the Company owned by them, required to cause the Board to consist of nine members or such other number as the Board may from time to time establish, and at all times throughout the term of this Agreement to include (A) as long as Warburg owns beneficially (within the meaning of Rule 13d-3 under the Exchange Act) (1) at least two-thirds twenty percent (2/320%) of the Common Stock owned Stock, three representatives designated by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: Warburg, (i2) such individual ceasing to own at least fifteen percent (directly or indirectly, as aforesaid) in excess of one-third (1/315%) of the Common Stock owned Stock, two representatives designated by him on the date hereof Warburg and (ii3) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds at least ten percent (2/310%) of the Common Stock owned Stock, one representative designated by him and such Related Transferees on Warburg (each, a "Warburg Director"), (B) as long as GEI owns beneficially (within the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on meaning of Rule 13d-3 under the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by Exchange Act) (1) at least five twenty percent (520%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each ) of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their 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 all elections accordance with the terms of the Xxxxx Employment Agreement, (E) Xxxxxx, who shall be entitled to be a member of the Board until termination of his employment in accordance with the terms of the Xxxxxx Employment Agreement, and (F) at least one director who is neither an officer or employee of the Company nor an officer, employee or Affiliate of GEI or Warburg (the "Independent Director"). The Independent Director shall be selected by the unanimous approval of the Board. The Board shall take such action as may be necessary from time to time to cause the board of directors of Eagle Family Foods, Inc., a wholly owned subsidiary of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness to be identical to that of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregateBoard.

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX"a) in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs Commencing on the date of a Transfer this Agreement and ending on the fifth anniversary of Common Stock as a result the date of which this Agreement (the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%“Initial Period”), than on all matters relating to the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections election of directors of the Company, whether the Parties (other than the Company) agree to vote all of the Parties’ Shares held by meeting them (or consent pursuant to an action by written consent of the holders of Shares) in writingfavor of (a) four nominees to the Company’s Board of Directors (the “Sxxxx Nominees”) designated by Sxxxx, or, after his death, a person designated in favour writing by Sxxxx, (b) Jxxx X. Xxxx to the Company’s Board of all Directors (the “DAL Nominee”) and (c) two nominees to the Company’s Board of Directors designated by the Principals (the “Principal Nominees”). So long as the Company has staggered elections for its Board of Directors, the Sxxxx Nominees shall be one of the nominees for reelection at each of the board next two elections of directors proposed by GEI. For purposes and two at the third such election of this Section 9 directors, the DAL Nominee shall be one of the nominees for reelection at the second such election and the effectiveness Principal Nominees shall be one of the voting agreements herein, ownership nominee for reelection at each of Common Stock the next election of directors and the third such election of directors. The DAL Nominee shall be calculated based upon Jxxx X. Xxxx, or another person designated by Jxxx X. Xxxx subject to the Fully Diluted Ownership approval of Mx. Xxxxx Xxxxxxx, which approval shall not be unreasonably withheld. The Initial Period shall be extended for any period after the initial five-year period during which the Post-Closing Cash (as defined in the Contribution Agreement) remains unpaid. Two of the individual Sxxxx Nominees and his Related Transfereesone of the Principal Nominees must qualify as independent directors as defined under applicable rules of The Nasdaq Stock Market LLC. If a person is designated by a Party as provided in this Agreement, even if not nominated by the Company, the Parties must vote their shares in favor of such nominee as provided in this Agreement if otherwise properly nominated for election at a meeting of shareholders of the aggregateCompany.

Election of Directors. So long as such individuals respectively own ---------------------- Subject to Sections 2.3(c) and 2.3(d) below, the requisite amount Company's and the Operating Company's Boards of Common Stock set forth hereinDirectors shall be fixed at eight (8) members, each 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 if Xx. Xxxxxxxxx is no longer an employee of the Company, a management employee of the Company) shall be designated by Xxxxx X. Xxxxxxxxx (the 'Cornstein Nominees'), one member shall be designated by the Applicable XXX Holders (the 'XXX Nominees'), and two members shall be designated by the Applicable Xxx Holders (the 'Xxx Nominees'). The directors shall be divided into classes. The initial term of the Xxxxx Nominee and one Xxx Nominee shall expire in 1999; the initial term of the Xxxxxx Nominee and the Cornstein Nominees shall expire in 2000; and the initial term of the other Stockholders agrees to vote his 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 its Common Stockthe XXX Nominee, respectively, shall be reduced by one or by two, and cause his Related Transferees 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 their Common Stockor other rights as a director (except the right to receive sufficient notice to enable such attendance and the right to receive all other communications, in favor information and materials furnished, from time to time, to Directors of Xxxxxxx X. Xxxxxxxx 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 Xxxxxxxxx, who is an Institutional Investor and who holds pursuant to one or more Transfers Shares constituting at least ten percent ("XXXXXXXX" and XXXXXXXXX"10%) in all elections of the directors Shares then outstanding and (y) a representative of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual Cornstein Beneficiaries, so long as such individual continues to own (directly orthey hold, in the case of Xx. XxXxxxxxxcollectively, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than ) of the corresponding decrease in ownership issued and outstanding shares of Common Stock of GEI the Company (and have not designated a director pursuant to date. Each this Section 2.3(a)), shall have the right to attend meetings of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections Boards of directors Directors of the CompanyCompany and its Subsidiaries, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transfereesand, in the aggregatecase of the Cornstein Beneficiaries, the Executive Committee, 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 its 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 Company and its Subsidiaries).

Election of Directors. So long as such individuals respectively own ---------------------- The provisions of this Section 2.1 shall apply from and after the requisite amount 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 terms of the certificate of incorporation of the Company. Each holder of Shares hereby agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, to fix the number of members of the board of directors of the Company (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 member of the Board of Directors), which shall in each case be elected as set forth hereinin 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 Other Directors, respectively, shall each be such number as shall have been specified as of such time by the Majority Investors, in each case elected as set forth in this 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: (A) one director designated by Xxxx Capital VII Coinvest Fund, LLC, (B) such other directors designated by the Majority Bain Investors as the remaining Bain Directors, (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 entire Board, which majority shall include (i) at least one Bain Director and one THL Director, or (ii) at least one Bain Director and one Blackstone Director, or (iii) at least one THL Director and one Blackstone Director. In addition, each holder of Shares hereby agrees to cast all votes to which such holder is entitled with respect to such Shares to implement a provision in the Company's bylaws that provides that notice of a special meeting of the other Stockholders agrees Board shall be given to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least twotwenty-thirds (2/3) of four hours before the Common Stock owned meeting by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly mail, telegram or indirectlyfacsimile and email at his usual or last known business address, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he facsimile number or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregateemail address.

Election of Directors. So long as such individuals respectively own ---------------------- Subject to Sections 2.3(c) and 2.3(d) below, the requisite amount Company's and the Operating Company's Boards of Common Stock set forth hereinDirectors shall be fixed at eight (8) members, each 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 if Xx. Xxxxxxxxx is no longer an employee of the Company, a management employee of the Company) shall be designated by Xxxxx X. Xxxxxxxxx (the "Cornstein Nominees"), one member shall be designated by the Applicable XXX Holders (the "XXX Nominees"), and two members shall be designated by the Applicable Xxx Holders (the "Xxx Nominees"). The directors shall be divided into classes. The initial term of the Xxxxx Nominee and one Xxx Nominee shall expire in 1999; the initial term of the Xxxxxx Nominee and the Cornstein Nominees shall expire in 2000; and the initial term of the other Stockholders agrees to vote his 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 its Common Stockthe XXX Nominee, respectively, shall be reduced by one or by two, and cause his Related Transferees 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 their Common Stockor other rights as a director (except the right to receive sufficient notice to enable such attendance and the right to receive all other communications, in favor information and materials furnished, from time to time, to Directors of Xxxxxxx X. Xxxxxxxx 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 Xxxxxxxxx, who is an Institutional Investor and who holds pursuant to one or more Transfers Shares constituting at least ten percent ("XXXXXXXX" and XXXXXXXXX"10%) in all elections of the directors Shares then outstanding and (y) a representative of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual Cornstein Beneficiaries, so long as such individual continues to own (directly orthey hold, in the case of Xx. XxXxxxxxxcollectively, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than ) of the corresponding decrease in ownership issued and outstanding shares of Common Stock of GEI the Company (and have not designated a director pursuant to date. Each this Section 2.3(a)), shall have the right to attend meetings of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections Boards of directors Directors of the CompanyCompany and its Subsidiaries, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transfereesand, in the aggregatecase of the Cornstein Beneficiaries, the Executive Committee, 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 its 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 Company and its Subsidiaries).

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, (i) From and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees 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 of Directors of the Company (the "Board") to consist of five (5) members or such other number as the Board may from time to time establish, to maintain the quorum requirements for actions of the Board at a majority of the entire number of directors, to maintain the voting requirements for actions of the Board at a majority of directors present at a meeting at which there is a quorum (except in respect of such matters as this Agreement, the Amended and Restated Certificate of Incorporation or the Bylaws of the Company may impose a greater requirement), 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) at least two-thirds fifteen percent (2/315%) of the shares of Common Stock owned (on a fully converted basis), two representatives designated by him on Warburg (each, a "Warburg Director"), (B) as long as ABS owns (beneficially within the date hereof. Such agreement to vote shall cease to be effective upon meaning of Rule 13d-3 under the first to occur of: Exchange Act) at least fifty percent (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/350%) of the shares of Series D Preferred Stock (or shares of Class A Common Stock owned into which such shares have been converted) purchased by him on it under the date hereof Series D Purchase Agreement, one representative designated by ABS (the "ABS Director"), and (iiC) Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx, each of whom shall be entitled to be a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) member of the Common Stock owned by him Board for so long as he is serving as an executive officer of the Company (the "Voting Agreement"). For as long as Warburg and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as ABS are entitled to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%designate directors under this Section 2(a), than the corresponding decrease in ownership of Common Stock of GEI to date. Each Investors agree that the Warburg Directors and the ABS Director shall be three of the Stockholders further agrees the he or it shall vote its Common Preferred Stock and cause its Related Transferees to vote their Common Stock, Directors (as defined in all elections of directors of the Company's Amended and Restated Certificate of Incorporation). Notwithstanding anything to the contrary, whether by meeting or action in writingas of February 2, in favour of all nominees for 2004, Messrs. Xxxxxxxx and Percia shall no longer be subject to the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregateVoting Agreement.

Election of Directors. So long as such individuals respectively own ---------------------- (nn) Provided that the requisite amount of Common Stock set forth hereinaggregate Series B Liquidation Preference is greater than $125,000,000, each of the other Stockholders agrees to vote his or its Common Stock, and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectlythe Majority in Interest will have the exclusive right, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock voting separately as a result class, to elect or appoint one director to the Board of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greaterDirectors (which, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes of this Section 9 and 12, shall refer only to the effectiveness Board of Directors of the voting agreements Corporation and not any committee thereof), irrespective of whether the Board of Directors has nominated such Person (the “Series B Director”), (ii) notwithstanding anything to the contrary herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregateCertificate of Incorporation or in the Bylaws, a Majority in Interest shall have the exclusive right to remove any Series B Director at any time for any reason or no reason (with or without cause) by sending a written notice to the Corporation and, upon receipt of such notice by the Corporation, such Series B Director shall be deemed to have resigned from the Board of Directors, and (iii) in the event of the death, disability, resignation or removal of any Series B Director, a Majority in Interest shall have the exclusive right to designate or appoint a successor to fill the vacancy created thereby. In the event that any Series B Director offers to tender his or her resignation, the Board of Directors shall promptly determine whether to accept such resignation and, if the Board of Directors chooses to accept such resignation, the Corporation and the Majority In Interest shall be immediately required to take any and all actions necessary or appropriate to cooperate in ensuring the removal of such individual; provided, that, for the avoidance of doubt, this sentence shall not be construed in any manner to limit the right of a Majority In Interest to remove the Series B Director at any time pursuant to clause (ii) above. At such time as the Aggregate Series B Liquidation Preference is not greater than $125,000,000, any Series B Director shall be deemed to have resigned from the Board of Directors without further action by the Holders or the Corporation. Neither the Board of Directors nor any holders of Senior Stock or any Person or group of Persons (other than the Majority in Interest) shall have any right to remove any Series B Director from the Board of Directors without cause, such right of removal being vested exclusively with a Majority in Interest. For the avoidance of doubt, nothing in the foregoing sentence shall be deemed to derogate the rights of the Corporation’s stockholders to remove any Series B Director for cause to the extent provided by the Delaware General Corporation Law; provided, that, for the avoidance of doubt, no such removal shall in any way alter or impair the rights of the Majority in Interest to elect or appoint the Series B Director, including any replacement Series B Director.

Election of Directors. So long as such individuals respectively own ---------------------- (a) At each election of directors in which the requisite amount holders of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Series A Preferred Stock, and cause his Related Transferees voting together as a separate class on an as-converted basis, are entitled to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx elect two ("XXXXXXXX" and XXXXXXXXX"2) in all elections of the directors of the Company whether (the "Series A Preferred Designees") pursuant to Article IV(G)(2)(f)(i) of the Company's Third Amended and Restated Certificate of Incorporation (the "Restated Certificate"), such holders of Series A Preferred Stock shall vote their respective Investor Shares so as to elect one person designated by meeting Sequel Limited Partnership (which person shall initially be Xxx Washing) and one person designated by Anschutz Family Investment Company (which person shall initially be Xxxxx Xxxxxxxxx). Any vote taken to remove any director elected pursuant to this Section 2.2(a), or action to fill any vacancy created by the resignation of a director elected pursuant to this Section 2.2(a), shall also be subject to the provisions of this Section 2.2(a). (b) At each election of directors in writing. Such agreement which the holders of Series B Preferred Stock, voting together as a separate class on an as-converted basis, are entitled to elect two (2) directors of the Company (the "Series B Preferred Designees") pursuant to Article IV(G)(2)(f)(ii) of the Restated Certificate, such holders of Series B Preferred Stock shall vote their respective Investor Shares so as to elect two (2) people designated by DLJ Capital Corp., DLJ ESC II, L.P., Sprout Capital VIII, L.P. and Sprout Venture Capital, L.P. (collectively, "The Sprout Group") (one of which persons shall initially be Xxxxxx Xxxxx or another employee of the Sprout Group and the other such person shall be effective an individual from within the Company's industry who has appropriate experience in that industry or as an investor). The Sprout Group agrees to obtain the prior approval (which shall not be unreasonably withheld) of the Company's Board of Directors (the "Board") regarding its designation of the outside Series B Preferred Designee (i.e., the designee other than Xxxxxx Xxxxx or another employee of The Sprout Group). Any vote taken to remove any director elected pursuant to this Section 2.2(b), or to fill any vacancy created by the resignation of a director elected pursuant to this Section 2.2(b), shall also be subject to the provisions of this Section 2.2. (c) [RESERVED] (d) At each election of directors in which the holders of the Common Stock, voting separately as a class, are entitled to elect one (1) director of the Company pursuant to Article IV(E)(2)(e)(iv) of the Company's Restated Certificate, the Key Stockholders shall vote their respective Common Shares so as to each such individual so long as such individual continues to own elect one (directly or, in 1) person designated by a majority of the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) holders of the Common Stock owned (which person shall initially be Xxxx Xxxxxx). Any vote taken to remove a director elected pursuant to this Section 2.2(d), or to fill any vacancy created by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date resignation of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%director elected pursuant to this Section 2.2(d), than shall also be subject to the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, whether by meeting or action in writing, in favour of all nominees for the board of directors proposed by GEI. For purposes provisions of this Section 9 and the effectiveness of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transferees, in the aggregate.2.2(d). 3 <PAGE> 6 2.3

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, In any and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) of the Common Stock owned by him on the date hereof. Such agreement to vote shall cease to be effective upon the first to occur of: (i) such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and (ii) a Disproportionate Sale after which such individual and his Related Transferees own less than two-thirds (2/3) of the Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock as a result of which the Common Stock owned by such individual and Related Transferees has decreased by a percentage that is greater, by at least five percent (5%), than the corresponding decrease in ownership of Common Stock of GEI to date. Each of the Stockholders further agrees the he or it shall vote its Common Stock and cause its Related Transferees to vote their Common Stock, in all elections of directors of the Company, Corporation (whether by at a meeting or action by written consent in writinglieu of a meeting) each Shareholder shall vote or cause to be voted all Common Stock owned by it now and hereafter acquired, or over which it has voting control, and otherwise use its respective best efforts, so as to designate two directors designated by Xxxxxxx, two directors designated by Xxxxxx and the remainder of the directors (the "Outside Directors") as is are mutually acceptable to Xxxxxxx and Xxxxxx. The parties hereby agree that Xxxxxx X. Xxxxxxx III, Xxxxx X. Childs, Jr., Xxxxxxx X. Xxxxxxxxxx, Xxxxxxxx X. Xxxxx and Xxxx X. Xxxxxxx are mutually acceptable to Xxxxxxx and Xxxxxx. In the event that Xxxxxxx and Xxxxxx are unable, in favour their reasonable discretion, to agree on one or more Outside Directors within thirty (30) days of all nominees the creation of a vacancy, then Xxxxxxx and Xxxxxx shall, in their reasonable discretion, each appoint a representative within ten (10) days, the representatives so appointed shall, in their reasonable discretion, nominate candidates for the board of directors proposed by GEI. For purposes of this Section 9 such Outside Director positions, and the effectiveness Shareholders shall vote their Shares in favor of the voting agreements herein, ownership of Common Stock shall be calculated based upon the Fully Diluted Ownership of the individual and his Related Transfereessuch nominees. Xxxxxxx, in his reasonable discretion, shall have the aggregate.right to appoint any person as a representative other than Xxxxxxx. Xxxxxx shall have the right, in his reasonable discretion, to appoint any person as a representative other than Xxxx, Xxxxx Xxxxxx or their children. The parties acknowledge that federal securities laws and the requirements of any exchange or listing authority may establish criteria for outside directors of public companies and that the parties, and any representatives appointed pursuant to this Subsection, shall consider such requirements in making nominations of Outside Directors The directors initially designated by Xxxxxxx are Xxxxxxx and Xxxxxx X. Xxxxxxx; the directors initially designated by Xxxxxx are Xxxx and Xxxxxxx X. Xxxxxx and the directors initially deemed mutually acceptable and designated by the Shareholders are Xxxxxx X. Xxxxxxx III, Xxxxx X. Childs, Jr., Xxxxxxx X. Xxxxxxxxxx, Xxxxxxxx X. Xxxxx and Xxxx X.

Election of Directors. So long as such individuals respectively own ---------------------- the requisite amount of Common Stock set forth herein, each of the other Stockholders agrees to vote his or its Common Stock, From and cause his Related Transferees to vote their Common Stock, in favor of Xxxxxxx X. Xxxxxxxx and Xxxxx X. XxXxxxxxx ("XXXXXXXX" and XXXXXXXXX") in all elections of the directors of the Company whether by meeting or action in writing. Such agreement to vote shall be effective as to each such individual so long as such individual continues to own (directly or, in the case of Xx. XxXxxxxxx, through a family trust and in either case, through Related Transferees after the date hereof) at least two-thirds (2/3) , each Investor and Common Holder shall vote all of his or its Series A, Series B, Series B-1, Series C, Series C-1, Series D, Series D-1, Series E, Series E-1 and Common Stock which are voting shares and any other voting securities of the Common Stock owned Company over which such Investor has voting control and shall take all other necessary or desirable actions within his or its control (whether in his or 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 him on proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the date hereof. Such agreement to vote Company shall cease to be effective upon take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that the first to occur offollowing shall occur: (i) the Board shall set the number of directors by resolution, and such individual ceasing to own (directly or indirectly, as aforesaid) in excess of one-third (1/3) of the Common Stock owned by him on the date hereof and number shall not be more than eleven; (ii) a Disproportionate Sale after which such individual to cause and his Related Transferees own less than two-thirds maintain the election to the Board of three (2/33) designated representatives of the holders of outstanding Series B and Series B-1 (voting as a single class on an as-if converted basis) (the "Series B Directors"); (iii) to cause and maintain the election to the Board of one (1) designated representative of WBCP (the "WBCP Director"), which shall designate the representative on the Board which the Series C is entitled to elect pursuant to the Certificate of Incorporation; (iv) to cause and maintain the election to the Board of one (1) designated representative of Essex (the "Essex Director"), which shall designate one of the two representatives on the Board which the Series D and Series E are entitled to elect pursuant to the Certificate of Incorporation; (v) to cause and maintain the election to the Board of one (1) designated representative of NEA (the "NEA Director"), which shall designate one of the two representatives on the Board which the Series D and Series E are entitled to elect pursuant to the Certificate of Incorporation; and (vi) to cause and maintain the election to the Board of one (1) designated representative of the holders Series A and Common Stock owned by him and such Related Transferees on the date hereof. A "DISPROPORTIONATE SALE" as to either individual occurs on the date of a Transfer of Common Stock (voting as a result single class on an as-if converted basis) (the "Series A/Common Director"). The initial Essex Director shall be Xxxx Xxxxxx and the initial NEA Director shall be Xxx Xxxxxxx. The WBCP Director shall be a member of which the Common Stock owned by such individual Audit Committee and Related Transferees has decreased Compensation Committee of the Board, if any. The outstanding Series D, Series D-1, Series E and Series E-1 (voting as a single class on an as-if converted basis) shall be entitled to designate one (1) director to the Audit Committee and Compensation Committee of the Board, if any. If the WBCP Director ceases to serve as a member of the Board, the resulting vacancy shall be filled by a percentage that is greater, representative designated by at least five percent (5%), than WBCP. If the corresponding decrease in ownership of Common Stock of GEI Essex Director ceases to date. Each serve as a member of the Stockholders further agrees Board, the he or it resulting vacancy shall vote its Common Stock and cause its Related Transferees be filled by a representative designated by Essex. If the NEA Director ceases to vote their Common Stock, in all elections of directors serve as a member of the CompanyBoard, whether the resulting vacancy shall be filled by meeting or action in writing, in favour of all nominees for a representative designated by NEA. If the board of directors proposed by GEI. For purposes of this Section 9 and the effectiveness Series A/Common Director ceases to serve as a member of the voting agreements hereinBoard, ownership of Common Stock the resulting vacancy shall be calculated based upon filled by a representative designated by the Fully Diluted Ownership holders of the individual and his Related Transferees, in the aggregate.Series A