Common use of Election of Directors Clause in Contracts

Election of Directors. On all matters relating to the election of directors of the Company, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a).”

Election of Directors. On all matters relating to (1) Effective as of the election first Original Issuance Date, the number of directors constituting the Board of the Company, the Key Holders Directors shall be increased by two Persons and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock a majority of the Company) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of outstanding Series B Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series PreferredStock, voting together as a single separate class on an as-converted basisto the exclusion of the holders of Common Stock and any other series of Preferred Stock, shall be entitled to elect seven two Qualified Directors to the Board of Directors (7each such director, an “Initial Preferred Director”) directors until the earliest to occur of the Company which shall include: (i) a Closing Deadline Failure as a result of a Permitted Holder Material Breach at a time when the Company’s chief executive officer (the ‘CEO’)Securities Purchase Agreement is terminable pursuant to Sections 10.2(d) and 10.3(d) thereof, who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; a Change of Control or (iii) one director who such time as the Permitted Holders’ Aggregate Outstanding Value is equal to or less than (x) prior to or on December 31, 2016, 75% of the Original Issue Value or, (y) after December 31, 2016, 50% of the Original Issue Value, whereupon at any such time (A) the right of the holders of a majority of the outstanding Series B Preferred Stock to elect the Initial Preferred Directors shall cease, (B) the term of office of the Initial Preferred Directors shall immediately and automatically terminate, (C) the Initial Preferred Directors will no longer be qualified to serve and (D) the number of directors constituting the Board of Directors shall be designated immediately and automatically reduced by Verdoso Investments S.A. two Persons. (‘Verdoso’2) Effective as of the first Original Issuance Date and at such time as when the Permitted Holders do not have the right to elect the Initial Preferred Directors pursuant to Section 9(b)(1)(iii) and any Permitted Holder’s Permitted Holder Outstanding Value is greater than (x) prior to or on December 31, 2016, 75% of such Permitted Holder’s Permitted Holder Original Issue Value or, (y) after December 31, 2016, 50% of such Permitted Holder’s Permitted Holder Original Issue Value, the number of directors constituting the Board of Directors shall be increased by one Person and the holders of a majority of the outstanding Series B Preferred Stock, voting together as a separate class to the exclusion of the holders of Common Stock and any other series of Preferred Stock, shall be entitled to elect one Qualified Director to the Board of Directors (such director, the “Preferred Director”) until the earliest to occur of (i) an event described in Section 9(b)(1)(i) or its affiliates(ii) or (ii) such time as each Permitted Holder’s Permitted Holder Outstanding Value is equal to or less than (x) prior to or on December 31, provided that Verdoso holds 2016, 75% of such Permitted Holder’s Permitted Holder Original Issue Value or (y) after December 31, 2016, 50% of such Permitted Holder’s Permitted Holder Original Issue Value, whereupon at least four million any such time (4,000,000A) shares the right of the holders of a majority of the outstanding Series B Preferred Stock to elect the Preferred Director shall cease, (subject B) the term of office of the Preferred Director shall immediately and automatically terminate, (C) the Preferred Director will no longer be qualified to adjustment for any stock split, reverse stock split or similar event), who initially serve and (D) the number of directors constituting the Board of Directors shall be Xxxxxx Xxxxxxx;immediately and automatically reduced by one Person. (iv3) one director who shall be designated by Investec Bank plc (‘Investec’) For the avoidance of doubt, except for the increase or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined decrease in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21number of directors provided for herein, 2012), if applicable, hold at least four million (4,000,000nothing in this Section 9(b) shares shall prohibit the Board of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares Directors from fixing the number of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected directors constituting the Board of Directors pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)Bylaws.”

Election of Directors. On all matters relating to At each annual meeting of the stockholders of the Company, or at each meeting of the stockholders of the Company involving the election of directors of the Company, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent at any other time at which stockholders of the holders Company will have the right to or will vote for or consent in writing regarding the election of capital stock directors of the Company) so , then and in each event, the Holders, or their respective assignees and transferees, as to elect members the case may be, shall vote all Shares in favor of the Company’s Board of Directors (the ‘Board’) as followsfollowing actions: (ai) For to fix and maintain the number of directors constituting the entire Board at nine (9) directors; and (ii) to cause and maintain the election to the Board of the following: (A) one designated representative of Xxxxxxxx Ventures (who shall initially be Xxxxx X. Xxxxxx) so long as fifteen million Xxxxxxxx Ventures owns at least forty percent (15,000,00040%) of the shares of Series B Preferred remain outstanding Stock and Series C Preferred Stock issued to Xxxxxxxx Ventures (subject to adjustment for any stock splitsplits, reverse stock split or similar eventdividends and the like), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (iiB) an independent director, one designated representative of Advent International (who shall initially be Xxxx Xxxxx; (iiiXxxxx X. Fisherman, M.D.) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds so long as Advent International owns at least four million forty percent (4,000,00040%) of the shares of Series B Preferred Stock and Series C Preferred Stock issued to Advent International (subject to adjustment for any stock splitsplits, reverse stock split or similar eventdividends and the like), who initially shall be Xxxxxx Xxxxxxx; (ivC) the then current Chief Executive Officer of the Company, Xxxxxxx X. Xxxxxxxxx; (D) one director designated representative of Xxxxxx Investment Holdings III, L.L.C. (“Xxxxxx”) (who shall initially be designated by Investec Bank plc (‘Investec’) or its affiliatesXxxxx X. Xxxxxx), provided that Investec or its affiliates holds so long as Xxxxxx owns at least four million forty percent (4,000,00040%) of the shares of Series B Preferred Stock issued to Xxxxxx (subject to adjustment for any stock splitsplits, reverse stock split or similar eventdividends and the like); (E) one designated representative of SGCP (who shall initially be Xxxxx Xxxxx) so long as SGCP, together with its affiliates, continues to own at least forty percent (40%) of the shares of Series C Preferred Stock issued to SGCP (subject to adjustment for stock splits, stock dividends and the like); (F) one designated representative of Atlas Venture (who shall initially be Xxxx-Xxxxxxxx Xxxxxxx, M.D.), so long as Atlas Venture owns at least forty percent (40%) of the shares of Series B Preferred Stock and Series C Preferred Stock issued to Atlas Venture (subject to adjustment for stock splits, stock dividends and the like); (G) one designated representative of Bear Xxxxxxx (who shall initially be Xxxxxx Xxxxx, Ph.D.), so long as Bear Xxxxxxx owns at least forty percent (40%) of the shares of Series C Preferred Stock issued to Bear Xxxxxxx (subject to adjustment for stock splits, stock dividends, and the like); (H) one person who is not an Investor (or affiliate thereof) or employee of the Company and who is approved by a majority of the persons designated pursuant to Sections 4(a)(ii)(A), (B), (C), (D), (E), (F) and (G); and (I) one person who is not an Investor (or affiliate thereof) or employee of the Company and who is approved by a majority of the persons designated pursuant to Sections 4(a)(ii)(A), (B), (C), (D), (E), (F) and (G), which majority shall include at least one director designated pursuant to either Section 4(a)(ii)(E) or 4(a)(ii)(G) (who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be Xxxx). The directors designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012pursuant to Sections 4(a)(ii)(A), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar eventB), who initially shall be Xxx Xxxxxx; (viE), (F) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (viG) Any vote taken are referred to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by as the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)Investor Directors.”

Election of Directors. On all matters relating to the election and removal of directors of the Company, the Key Holders Holders, the Designated Common Stockholders and the Investors agree to vote all Key Holder Shares, Designated Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For At each election of or action by written consent to elect directors in which the holders of Preferred Stock, voting as a separate class, are entitled to elect directors of the Company, the Investors shall vote all of their respective Investor Shares so as to elect: (i) so long as fifteen million KPCB Holdings, Inc., as nominee (15,000,000together with its affiliates, “KPCB”) continues to own at least thirty percent (30%) of the shares of Series Preferred remain outstanding Stock owned by it on the date hereof (subject to adjustment as adjusted for any stock splitdividends, reverse stock split or similar eventcombinations, splits, recapitalizations and the like after the date hereof), one individual designated by KPCB, which individual (the “Series Preferred Director”) shall serve as the Series Preferred Director described in Section 2(h)(iii) of the Restated Certificate of Incorporation of the Company (the “Restated Certificate”) and who shall initially be Xxxx Xxxxxx; provided, however, that KPCB’s right to appoint the Series Preferred Director shall terminate upon Xx. Xxxxxx no longer serving as a director of the Company and thereafter the Series Preferred Director shall be designated by the holders of Series Preferredat least a majority of the Preferred Stock, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent directorso long as Xxxxxxxxxxxx Ventures IX, who shall initially be Xxxx Xxxxx; LP (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or together with its affiliates, provided that Verdoso holds “Xxxxxxxxxxxx”) continues to own at least four million thirty percent (4,000,00030%) of the shares of Series Preferred Stock owned by it on the date hereof (subject to adjustment as adjusted for any stock splitdividends, reverse stock split or similar eventcombinations, splits, recapitalizations and the like after the date hereof), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be individual designated by Investec Bank plc (‘Investec’Xxxxxxxxxxxx, which individual shall serve as the Series B Director described in Section 2(h)(i) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), the Restated Certificate and who shall initially be Xxxxxxx Xxxxxxxxxx Xxxx, (viii) one director who shall be designated by Waveland so long as Norwest Venture Partners LLC X LP (‘Waveland’) or together with its affiliates, provided that Waveland, together with any WCP Investors “Norwest”) continues to own at least thirty percent (30%) of the shares of Preferred Stock owned by it on the date hereof (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment adjusted for any stock splitdividends, reverse stock split or similar eventcombinations, splits, recapitalizations and the like after the date hereof), who initially one individual designated by Norwest, which individual shall be Xxx Xxxxxx; (viserve as one of the Series A Directors described in Section 2(h)(ii) on or after November 1, 2017, one director of the Restated Certificate and who shall initially be designated by Motorola Solutions, Inc. Xxxxxxx Xxxxx and (‘Motorola’iv) or so long as Canaan VII L.P. (together with its affiliates, provided that Motorola and its affiliates hold “Canaan”) continues to own at least hold at least seven million thirty percent (7,000,00030%) of the shares of Series Preferred Stock owned by it on the date hereof (subject to adjustment as adjusted for any stock splitdividends, reverse stock split or similar eventcombinations, splits, recapitalizations and the like after the date hereof); , one individual designated by Canaan, which individual shall serve as one of the Series A Directors described in Section 2(h)(ii) of the Restated Certificate and (vi) who shall initially be Xxxxxx Xxxxxxx. Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a). Upon the request of any party entitled to designate a director as provided in this Section 1.2(a), each Investor agrees to vote its Investor Shares for the removal of such director.” (b) At each election of or action by written consent to elect directors in which the holders of Common Stock, voting as a separate class, are entitled to elect directors of the Company as described in Section 2(h)(iv) of the Restated Certificate, the Key Holders, the Designated Common Stockholders and the Investors shall vote all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares (to the extent such Investor Shares are shares of Common Stock) so as to elect the person serving as Chief Executive Officer of the Company, who as of the date of this Agreement is Xxxxxx Xxxxxxxxx. Any vote taken to remove the director elected pursuant to this Section 1.2(b), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(b), shall also be subject to the provisions of this Section 1.2(b). In the event that the person serving as the director to be elected as set forth in Section 1.2(b) ceases to serve as the Chief Executive Officer of the Company, the Key Holders, the Designated Common Stockholders and the Investors shall vote all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares (to the extent such Investor Shares are shares of Common Stock) for the removal of such director at the request of a majority of the Board of Directors excluding the director to be removed. (c) At each election of or action by written consent to elect directors in which the holders of Common Stock and holders of Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect directors of the Company, the Key Holders, the Designated Common Stockholders and Investors shall vote all of their respective Key Holder Shares, Designated Holder Shares and Investor Shares so as to elect one (1) individual designated by mutual consent of each of the other members of the Company’s Board of Directors, who shall be an industry representative not affiliated with any Investor. Any vote taken to remove any director elected pursuant to this Section 1.2(c), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(c), shall also be subject to the provisions of this Section 1.2(c).

Election of Directors. On all matters relating Following the Closing (as defined in the Merger Agreement), OIS will use its best efforts to cause to be nominated for election to OIS’s Board of Directors (the election “Board of directors of the CompanyDirectors”), the Key Holders and the Investors agree each Principal MV Shareholder agrees to vote all Key Holder Shares and Investor Shares held by them OIS voting securities (or the holders thereof shall consent pursuant to an action by written consent of the holders stockholders), whether directly or indirectly owned, and whether now owned or hereafter acquired, or which a Party may be empowered to vote (“OIS Shares”), from time to time and at all times, in whatever manner shall be necessary for the election of, at each annual or special meeting of capital stock shareholders at which an election of directors is held or pursuant to any written consent of the Company) so as to elect members of shareholders, for the Company’s Board of Directors (the ‘Board’) as followsfollowing nominees: (a) For Two persons named by InterGamma Investment Ltd. or its subsidiary, Delta Trading and Services (1986) Ltd. (collectively, “InterGamma”), so long as fifteen million InterGamma holds at least 12% of the outstanding Common Stock, on a fully diluted basis (15,000,000as defined below), or one person named by InterGamma so long as InterGamma holds less than 12% but at least 5% of the outstanding Common Stock; plus, in either case, one additional person named by InterGamma so long as Xxxxx Xxxxxxx remains (i) shares either Chief Financial Officer or a senior executive officer of Series Preferred remain OIS and (ii) a director of OIS; (b) Xxxxx Xxxxxxx, so long as he remains Chief Financial Officer or a senior executive officer of OIS; (c) One person (in addition to Xxxxx Xxxxxxx, if Xx. Xxxxxxx is a director by virtue of Section 1.2(b)) named by Xxxx Xxxxx, Xxx Xxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxxxx (collectively, the “Allon/Shenhar Group”), so long as the Allon/Shenhar Group holds at least 5% of the outstanding Common Stock; (d) One person named by Agfa, so long as Agfa holds at least 5% of the outstanding Common Stock on a fully diluted basis, plus, if InterGamma actually nominates a third director pursuant to Section 1.2(a), a second person named by Agfa; (e) The then-current Chief Executive Officer of OIS; (f) Two “Independent Directors” as defined under the listing standards of Nasdaq, regardless of whether the Common Stock is then listed on Nasdaq, and all other applicable listing standards, and provided that each such person also has not been affiliated with MediVision for at least three years prior to his or her appointment, which two directors initially shall consist of Mr. Xxxxxxx Xxxxx and Xx. Xxxxxxxx X. Phillips, with all future Independent Directors to be nominated by the Board of Directors’ Nominating Committee (“Nominating Committee”), subject to adjustment for any stock splitapproval by the full Board of Directors, reverse stock split or similar eventas mandated by Nasdaq’s listing requirements, regardless of whether the Common Stock is then listed on Nasdaq, plus, if Agfa nominates a second director pursuant to Section 1.2(d), a third Independent Director whom OIS shall use its reasonable best efforts to nominate in the holders manner described herein; and (g) Such other directors as may be nominated by the Nominating Committee, subject to approval by the full Board of Series PreferredDirectors; provided that, voting together so long as a single class on an as-converted basisany Principal MV Shareholder retains the right, as set forth above, to name one or more directors for nomination, the total number of directors shall not be entitled to elect less than seven (7) directors of the Company which shall include: nor more than eleven (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a11).”

Election of Directors. On all matters relating to the election of directors of the Company, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors (the ‘“Board’”) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘“CEO’”), who initially shall be Xxx Xxxxxxxx; (ii) an one independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘“Verdoso’”) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘“Investec’”) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx; (v) one director who shall be designated by Waveland Venture Partners LLC (‘“Waveland’”) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘“Motorola’”) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); ; (vii) one director who shall be designated by JVC Kenwood Corporation (“JKC”) or its affiliates, provided that JKC and its affiliates hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event). In the event that the Company consummates an “Acquisition” as defined in Article IV Section F.4. of the Certificate, the Company shall use commercially reasonable efforts to cause the successors of the Company to (i) maintain JKC’s right to designate a representative of JKC to the board of the surviving corporation and (viii) assume the Company’s obligations with respect to indemnification of the directors of the Company prior to such Acquisition; and (viii) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(al .2(a), shall also be subject to the provisions of this Section 1.2(a).”

Election of Directors. On all matters relating (a) Upon request of the Holders of a majority of the Registrable Securities, the Company agrees to appoint to the election Board the Purchaser Nominees (as defined below) that such Holders are entitled to nominate pursuant to Section 5.2(b), effective within two (2) Business Days of directors such nomination, by taking all necessary action to increase the size of the CompanyBoard unless there otherwise is a vacancy in the Board and in either event filling the vacancy thereby created with such individual or individuals. The Company agrees that, the Key Holders and of a majority of the Investors agree Registrable Securities shall have the right to vote all Key Holder Shares and Investor Shares held by them (nominate at each meeting or the holders thereof shall consent pursuant to an action by written consent at which individuals will be elected members of the holders Board such nominees of capital stock such Holders. (b) If, (i) at any time following the closing of the Companypurchase and sale of the Series B Preferred Stock under the Investment Agreement (the “Closing”) so the shares of Common Stock issued upon the conversion of any shares of Series B Preferred Stock held by Holders exceed twenty percent (20%) of the issued and outstanding shares of Common Stock (on a fully diluted basis), Holders of a majority of the Registrable Securities shall be entitled to nominate to the Board one person who is a managing director, officer, employee or advisor of Purchaser, Madison International Realty, LLC, or any of their Affiliates (an “Affiliated Nominee”) and one person who is not an employee of Purchaser or Madison International Realty, LLC (an “Independent Nominee”, and together with the Affiliated Nominee, the “Purchaser Nominees”), or (ii) at any time following the Closing, the shares of Common Stock issued upon the conversion of any shares of Series B Preferred Stock held by Holders exceed ten percent (10%) of the issued and outstanding shares of Common Stock (on a fully diluted basis), Holders of a majority of the Registrable Securities shall be entitled to nominate to the Board one Affiliated Nominee. (c) Subject to the terms and conditions of this Section 5.2 and applicable law, the Company agrees to include each Purchaser Nominee in its slate of nominees for election as to elect members directors of the Company at each of the Company’s meetings of stockholders or action by written consent at which directors are to be elected and use its reasonable efforts to cause the election of each such Purchaser Nominee to the Board of Directors (for the ‘Board’) avoidance of doubt, the Company will be required to use substantially the same level of efforts and provide substantially the same level of support as follows:is used and/or provided for the other director nominees of the Company with respect to the applicable meeting of stockholders or action by written consent). For the avoidance of doubt, failure of the stockholders of the Company to elect any Purchaser Nominee to the Board of Directors shall not affect the right of the Holders to nominate directors for election pursuant to this Section 5.2 in any future election of directors. (ad) For so long as fifteen million any Affiliated Nominee is on the Board (15,000,000) shares of including if any Series Preferred remain outstanding (subject to adjustment for any stock splitB Director, reverse stock split or similar eventas such term is defined in the Series B Articles Supplementary, is an Affiliated Nominee), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer Company shall not implement or maintain any trading policy, equity ownership guidelines (including with respect to the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) use of Rule 10b5-1 plans and preclearance or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares notification to the Company of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined trades in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21securities) or similar guideline or policy with respect to the trading of securities of the Company that apply to Holders or their Affiliates (including a policy that limits, 2012prohibits, restricts Holders or their Affiliates from entering into any hedging or derivative arrangements), (ii) any share ownership requirement for any Affiliated Nominee serving on the Board will be deemed satisfied by the securities owned by Holders and/or their Affiliates and under no circumstances shall any of such policies, procedures, processes, codes, rules, standards and guidelines impose any restrictions on the Holders’ or their Affiliates’ transfers of securities and (iii) under no circumstances shall any policy, procedure, code, rule, standard or guideline applicable to the Board be violated by any Affiliated Nominee (x) accepting an invitation to serve on another board of directors, or (y) receiving compensation from the Holders or any of their Affiliates, or (z) failing to offer his or her resignation from the Board except as otherwise expressly provided in this Agreement or pursuant to any majority voting policy adopted by the Board, and, in each case of (i), (ii) and (iii), it is agreed that any such policies in effect from time to time that purport to impose terms inconsistent with this Section 5.2 shall not apply to the extent inconsistent with this Section 5.2 (but shall otherwise be applicable to the Affiliated Nominee). (e) Subject to the terms and conditions of this Section 5.2, if applicablea vacancy on the Board is created as a result of a Purchaser Nominee’s death, hold resignation, disqualification or removal, in each case for whatever reason, or if the Holders of a majority of the Registrable Securities desire to nominate a different individual to replace any then-existing Purchaser Nominee, then, at least four million the request of the Holders of a majority of the Registrable Securities, the Holders and the Company (4,000,000acting through the Board) shares of Series Preferred (shall work together in good faith to fill such vacancy or replace such nominee as promptly as reasonably practical with a replacement Purchaser Nominee subject to adjustment for any stock splitthe terms and conditions hereof, reverse stock split or similar event), who initially and thereafter such individual shall as promptly as reasonably practical be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall appointed to the Board to fill such vacancy and/or be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected nominated as a Company nominee as a “Purchaser Nominee” pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a5.2 (as applicable).”

Election of Directors. On all matters relating to (1) Effective at the election time no Series B Preferred Stock shall be outstanding, the number of directors constituting the Board of the Company, the Key Holders Directors shall be increased by two Persons and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock a majority of the Company) so as to elect members voting power of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of outstanding Class B Common Stock and Series C Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series PreferredStock, voting together as a single separate class on an as-converted basisto the exclusion of the holders of any other Common Stock and any other series of Preferred Stock, shall be entitled to elect seven two Qualified Directors to the Board of Directors (7each such director, an “Initial Investor Director”) directors until the earliest to occur of the Company which shall include: (i) a Closing Deadline Failure as a result of a Permitted Holder Material Breach at a time when the Company’s chief executive officer (the ‘CEO’)Securities Purchase Agreement is terminable pursuant to Sections 10.2(d) and 10.3(d) thereof, who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; a Change of Control or (iii) one director who such time as the Permitted Holders’ Aggregate Outstanding Value is equal to or less than (x) prior to or on December 31, 2016, 75% of the Original Issue Value or, (y) after December 31, 2016, 50% of the Original Issue Value, whereupon at any such time (A) the right of the holders of a majority of the voting power of the outstanding Series B Preferred Stock to elect the Initial Investor Directors shall cease, (B) the term of office of the Initial Investor Directors shall immediately and automatically terminate, (C) the Initial Investor Directors will no longer be qualified to serve and (D) the number of directors constituting the Board of Directors shall be designated immediately and automatically reduced by Verdoso Investments S.A. two Persons. (‘Verdoso’2) Effective as of the first Original Issuance Date and at such time as when the Permitted Holders do not have the right to elect the Initial Investor Directors pursuant to Section 5(b)(1)(iii) and any Permitted Holder’s Permitted Holder Outstanding Value is greater than (x) prior to or on December 31, 2016, 75% of such Permitted Holder’s Permitted Holder Original Issue Value or (y) after December 31, 2016, 50% of such Permitted Holder’s Permitted Holder Original Issue Value, the number of directors constituting the Board of Directors shall be increased by one Person and the holders of a majority of the voting power of the outstanding Class B Common Stock and Series C Preferred Stock, voting together as a separate class to the exclusion of the holders of Ordinary Common Stock and any other series of Preferred Stock, shall be entitled to elect one Qualified Director to the Board of Directors (such director, the “Investor Director”) until the earliest to occur of (i) an event described in Section 5(b)(1)(i) or its affiliates(ii) or (ii) such time as each Permitted Holder’s Permitted Holder Outstanding Value is equal to or less than (x) prior to or on December 31, provided that Verdoso holds 2016, 75% of such Permitted Holder’s Permitted Holder Original Issue Value or (y) after December 31, 2016, 50% of such Permitted Holder’s Permitted Holder Original Issue Value, whereupon at least four million any such time (4,000,000A) shares the right of the holders of a majority of the voting power of the outstanding Class B Common Stock and Series C Preferred Stock to elect the Investor Director shall cease, (subject B) the term of office of the Investor Director shall immediately and automatically terminate, (C) the Investor Director will no longer be qualified to adjustment for any stock split, reverse stock split or similar event), who initially serve and (D) the number of directors constituting the Board of Directors shall be Xxxxxx Xxxxxxx;immediately and automatically reduced by one Person. (iv3) one director who shall be designated by Investec Bank plc (‘Investec’) For the avoidance of doubt, except for the increase or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined decrease in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21number of directors provided for herein, 2012), if applicable, hold at least four million (4,000,000nothing in this Section 5(b) shares shall prohibit the Board of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares Directors from fixing the number of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected directors constituting the Board of Directors pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)Bylaws.”

Election of Directors. On all matters relating to the election of directors of the Company, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000i) the Controlling Stockholders collectively own beneficially or of record or otherwise have the right to vote or consent with respect to at least thirty-five percent (35%) of the total number of the then outstanding shares of Series Parent Common Stock (including Parent Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class Stock calculated on an as-if-converted basis) (such period being referred to herein as the “Voting Period”) and (ii) Xxxx Xxxxxxxx or his estate owns beneficially or of record at least five million (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), (A) Parent shall be entitled use its commercially reasonable efforts to elect seven cause the Board to nominate Xxxx Xxxxxxxx (7or if Xxxx Xxxxxxxx dies or becomes incapacitated, the duly appointed nominee of his estate, trustee, executor or guardian, as applicable) directors to the Board for a three-year term upon the expiration in 2012 of his term on the Board, (B) each Controlling Stockholder agrees to vote or consent the Controlling Stockholder Shares and any New Shares held by it in favor of the Company which shall include: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 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 obligations under this Section 4(a). (b) During the Voting Period, (i) Parent shall use its commercially reasonable efforts to cause the Company’s chief executive officer (Board to consider in good faith nominating Xxxx Xxxxxx to the ‘CEO’)Board for a three-year term upon the expiration in 2012 of his term on the Board, who initially shall be Xxx Xxxxxxxx; (ii) an independent directorif the Board nominates Xxxx Xxxxxx to the Board upon the expiration in 2012 of his term on the Board, who shall initially be each Controlling Stockholder agrees to vote or consent the Controlling Stockholder Shares and any New Shares held by it in favor of the re-election of Xxxx Xxxxx; Xxxxxx to the Board for a three-year term upon the expiration in 2012 of his term on the Board, such that he will continue to serve on the Board for the 2012-2015 term and (iii) one director who shall each Controlling Stockholder agrees to vote the Controlling Stockholder Shares and any New Shares held by it against (and not consent to) any action that could reasonably be designated expected to have the effect of preventing or disabling the Controlling Stockholders from performing their obligations under this Section 4(b). (c) During the Voting Period, each Controlling Stockholder agrees to not grant any proxies or powers of attorney, deposit any of the Controlling Stockholder Shares or any New Shares held by Verdoso Investments S.A. such Controlling Stockholder into a voting trust or enter into any other voting agreement (‘Verdoso’other than this Agreement) with respect to any such Controlling Stockholder Shares or its affiliatesNew Shares, provided that Verdoso holds at least four million or enter into any agreement or arrangement (4,000,000other than this Agreement) shares of Series Preferred (subject to adjustment providing for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together action inconsistent with any WCP Investors (as defined the agreements in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)4.”

Election of Directors. On (a) From and after the Effective Date each Stockholder agrees to vote the Shares owned of record by such Stockholder or the Shares over which such Stockholder has voting control at any annual or special stockholders’ meeting called for such purpose, or by written consent in lieu of a meeting, and to take all matters relating other necessary or desirable actions within his, her or its control (i) to maintain a five (5) member Board, or, subject to any Minority Vote required by Section 17, such greater number as the Board shall specify from time to time, and (ii) to elect to the election of directors Board (A) three (3) nominees designated by Neptune (the “Neptune Designees”), who shall initially shall be Xxxxxxx Xxxxxxxxx (who shall be Chairman of the CompanyBoard), Xxxxxx XxXxxx and Xxxx Xxxxx (each of whom is hereby elected to serve as a member of the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action Board by written consent of the holders of capital stock of the CompanyStockholders), (B) so as to elect members of the Company’s Board of Directors one (1) nominee designated by MSEC (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event“MSEC Designee”), who shall initially be Xxxxxxx Xxxxxxxxxx Xxxxxx (vwho is hereby elected to serve as a member of the Board by written consent of the Stockholders), and (C) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase then-current Chief Executive Officer, currently Xxxx Xxxxxx (who was previously elected to serve as member of the Board by written consent of the Stockholders). All of the above designated directors shall hold office until their respective successors shall have been elected and Exchange Agreement dated November 21shall have qualified, 2012)or until their earlier death, if applicable, hold at least four million (4,000,000) shares resignation or removal. The reasonable travel expenses incurred by any director in attending any meetings of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially the Board shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created reimbursed by the resignationCompany to the extent consistent with the Company’s then existing policy of reimbursing directors generally for such expenses. The Company shall at all times maintain, removal or death from financially sound and reputable insurers, directors’ and officers’ insurance in an amount and upon terms and pricing customary for a company of a director elected pursuant its size and operating in its industry, and will use commercially reasonable efforts to this Section 1.2(a)cause such insurance policy to be maintained until such time as the Board determines that such insurance should be discontinued. The adoption of, cancellation of, and any change to the terms of, such insurance shall also be subject to approval of the provisions Board. (b) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of this a Neptune Designee or the MSEC Designee, then Neptune or MSEC, as the case may be, shall have the right to designate an individual to fill such vacancy and the Company and each Stockholder hereby agree to take such actions as may be necessary or desirable within his, her or its control to ensure the election or appointment of such designee to fill such vacancy on the Board. (c) The parties hereto will cause the Board to meet at least once annually, or more frequently to the extent that the Chairman of the Board or the MSEC designee reasonably wish to meet. (d) The Company shall take all steps within its power, including voting any capital stock of any Subsidiary, to cause each person then serving as a member of the Board pursuant to Section 1.2(a6(a), to be elected to the board of directors of each majority owned Subsidiary.”

Election of Directors. On all matters relating to the election of directors of the Company, each of the Key Holders and the Investors agree Stockholders agrees to vote all Key Holder Shares and Investor Shares which constitute voting stock now held or hereafter acquired by them such Stockholder (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Companyconsent) so as to elect and maintain in office the following members to the Company’s Board of Directors and to remove from office from time to time individuals not satisfying the indicated criteria: (a) one (1) individual nominated by vote of the holders of a majority of the outstanding Common Stock; (b) two (2) individuals nominated by Tactics II LLC; (c) two (2) individuals nominated by Xxxxxx; (d) one (1) individual nominated by Skyline Venture Management II LLC; (e) one (1) individual nominated by Xxxxx Venture Partners Management Company I, LLC; (f) one (1) individual nominated by Venture Investors LLC; (g) one (1) individual nominated by Xxxxxxx, Xxxxxxxxxxxx; (h) the individual serving from time to time, if any, as the full-time Chief Executive Officer or Chief Operating Officer, as the case may be, of the Company; and (i) up to two (2) other individuals designated (which designation may be changed from time to time) by the affirmative vote of a majority of the members of the Company’s Board of Directors then in office. Notwithstanding any term or implication above in this Section 5.1 or in Section 9.2 to the contrary, any of the Stockholders named in Subsections 5.1(a)-(g) above from time to time may waive their or its right to nominate an individual as a director by a written waiver delivered to the Company (to the ‘Board’attention of its Secretary) which shall be irrevocably and unconditionally effective for the one hundred eighty (180) day period commencing on the date of delivery of such waiver to the Company (or such longer period as may be specified in any such written waiver) in which event, during the period the waiver is effective, the individual that such Stockholder(s), absent such waiver, would be entitled to nominate pursuant to whichever is applicable of Subsections 5.1(a)-(g) above instead shall be an individual who (in addition to the two individuals specified in Subsection 5.1(i) as follows: (abeing subject to such designation) For may be designated by the Company’s Board of Directors then in office in accordance with Subsection 5.1(i) above and who, if so long as fifteen million (15,000,000designated, shall be considered for all purposes hereof to be an individual designated by the Company’s Board of Directors then in office in accordance with Subsection 5.1(i) above. Further notwithstanding any term or implication above in this Section 5.1 to the contrary, in the event that any of the Stockholders named in Subsections 5.1(b)-(g) above, together with such Stockholder’s Affiliates, shall at any time cease to own any of the then issued and outstanding shares of Series Common Stock or Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event)Stock, the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors majority of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of outstanding Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s E Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject shall thereafter assume the rights previously granted to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected such Stockholder pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)5.1.”

Election of Directors. On all matters relating to Members shall have the election of directors of the Company, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as right to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together in accordance with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a5.3. (a) If TNDK, LLC (“TNDK”) is the holder of Units representing a Percentage Interest in the Company (on a Fully Diluted Basis) which equals or exceeds fifteen percent (15%), then TNDK shall have the right to appoint two (2) Directors (each a “TNDK Director”); provided, however, to the extent TNDK holds Units representing a Percentage Interest in the Company (on a Fully Diluted Basis) which is less than fifteen percent (15%) but equals or exceeds five percent (5%), then TNDK shall have the right to appoint one (1) Director; provided, further, to the extent TNDK holds Units representing a Percentage Interest in the Company (on a Fully Diluted Basis) which is less than five percent (5%), then TNDK shall not have the right to appoint any TNDK Directors. The TNDK Directors shall hold office indefinitely until a successor is elected and qualified, or until the earlier death, resignation, removal or disqualification of such TNDK Director.” (b) At each election for the remaining Directors which are not elected by TNDK pursuant to Section 5.3(a) above, every Member, other than TNDK, entitled to vote at such election shall have the right to vote in person or by proxy, the number of Units owned by him or her for as many persons as there are Directors to be elected and for whose election he or she has a right to vote, or to cumulate his or her votes by giving one candidate as many votes as the number of such Directors to be elected multiplied by the number of his or her Units, or by distributing such votes on the same principle among any number of candidates. Four directors shall be elected for a term expiring in 2012; four directors shall be elected for a term expiring in 2013 and four Directors shall be elected for a term expiring in 2014. Beginning in 2014, Directors shall be elected to fill the terms then expiring for a term of three (3) years and shall serve until his or her successor is duly or elected or, if earlier, until such Director’s death, resignation or removal. Upon the reduction of the TNDK Directors in accordance with Section 5.3(a) above or in the event the size of the Board is modified pursuant to Section 5.2, it is the intent that the Board is authorized to address the reduction of the TNDK Directors and the transition to such new number of Directors and shall take reasonable efforts to maintain proportionately staggered terms for the Directors thereafter; provided, that in the event the TNDK Directors are reduced to zero (0) but TNDK remains a Member, then TNDK shall have the right to vote for the election of Directors in the same manner as all other Members. (c) Nominees for a Director position up for election shall be named by the then-current Directors, or TNDK with respect to the TNDK Directors, or by a nominating committee established by the Directors. Nominations for Directors other than the TNDK Directors may also be made by any Member entitled to vote in the election of Directors. Any Member that intends to nominate a Person for election as a Director, other than a TNDK Director, may do so only if written notice of such Member’s intent to make such nomination is given one hundred twenty (120) calendar days prior to the one year anniversary of the date on which the Company delivered the prior year’s proxy statement or notice of annual meeting to such Members. Each such notice shall set forth: (i) the name and address of the Member who intends to make the nomination; (ii) a representation that the Member is a holder of record of Units entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the Person specified in the notice; (iii) the name, age, address and principal occupation/employment of each nominee; (iv) a description of all arrangements or understandings between the Member and each nominee and any other Person(s) pursuant to which such nominations are to be made; (v) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; (vi) the consent of each nominee to serve as a Director if so elected; and (vii) a nominating petition signed and dated by the holders of at least five percent (5%) of the then outstanding Units and clearly setting forth the proposed nominee as a candidate for the Director’s seat to be filled. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a Director. The presiding Officer of the meeting may, if the facts warrant, determine that a nomination was not made in accordance with the foregoing procedures, and if so determined, the defective nomination shall be disregarded.

Election of Directors. On all matters relating (a) The Series C Voting Preferred Stock will be entitled, for so long as any shares of Series C Voting Preferred Stock are outstanding, to elect three directors, who will be elected exclusively by the holders of the Series C Voting Preferred Stock. One candidate to serve as a Series C Director will be nominated by each of the IAM, the IBT and ALPA. The three candidates will be appointed to Wings’ board of directors within ten days after the effective date of this Letter Agreement. Thereafter, whenever any such Series C Director’s (or successor Series C Director’s) term of office ends, a successor candidate to serve as a Series C Director will be nominated by the Union that nominated such original Series C Director. An agreement or agreements reasonably acceptable to the Unions will be entered into among the Unions to provide for the voting of shares of Series C Voting Preferred Stock in favor of the election of candidates nominated by the respective Unions as provided in this Section 5.1. The Unions and Wings agree that they will not, and Wings will agree to cause the members of its board of directors not to, take any action to oppose or otherwise seek to reduce the number of votes cast in favor of the Companyelection of any candidate so nominated. During the Wage Savings Period, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent size of the holders of capital stock Wings board may be increased only if additional Series C Directors are appointed so that Series C Directors constitute no less than 20% of the Companytotal directors. After the Wage Savings Period, the number of Series C Directors will be the greater of (i) so as to elect members three or (ii) 15% of the Company’s Board total number of Directors (directors and Wings may increase the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares size of the board at any time. Holders of Series C Voting Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall Stock will not be entitled to elect seven (7) vote such stock for the election of any directors of Wings other than the Company which shall include: Series C Directors, except that (i) the Company’s chief executive officer (nomination or election of a director to fill the ‘CEO’)position on the Wings board currently held by Xx. Xxxxxxx will be decided by the unanimous vote of all directors, who initially shall be Xxx Xxxxxxxx; including Series C Directors, and (ii) an independent directorWings’ by-laws will be amended to provide that throughout the Wage Savings Period, who shall initially be Xxxx Xxxxx; (iiix) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) the nomination or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares election of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or directors to fill any vacancy created vacancies in the positions on the Wings board currently held by Messrs. Dasburg and Kempner, and the position held by the resignationsuccessor to Xx. Xxxxxxx, removal and (y) the nomination or death election of any director whose seat is not contractually obligated to be filled by an equity holder or creditor of Wings, will be decided by a director elected pursuant to this Section 1.2(a)majority vote of all directors, shall also be subject to including the provisions of this Section 1.2(a)Series C Directors.”

Election of Directors. On all matters relating to (a) Following the election of directors date of the Company, the Key Holders First Closing and as long as each of AccelMed and the Investors MediVision/Principal MV Shareholders Group holds between 25% and 50% of the outstanding shares of Common Stock of OIS, OIS will use its best efforts and will take all actions (including, if necessary, amend its bylaws) to cause to be nominated for election to OIS’ Board of Directors (the “Board of Directors”), and each of AccelMed and the members of the MediVision/Principal MV Shareholders Group, agree and undertake to vote all Key Holder Shares and Investor Shares held by them OIS voting securities (or the holders thereof shall consent pursuant to an action by written consent of the holders shareholders), whether directly or indirectly owned, and whether now owned or hereafter acquired, or which a Party may be empowered to vote (“OIS Shares”), from time to time and at all times, in whatever manner shall be necessary for the election of, at each annual or special meeting of capital stock shareholders at which an election of directors is held or pursuant to any written consent of the Company) so as to elect members of shareholders, for the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall includefollowing nominees: (i) two “Independent Directors” as defined under the Company’s chief executive officer (listing standards of The Nasdaq Capital Market, regardless of whether the ‘CEO’)Common Stock is then listed on the Nasdaq Capital Market, who initially the identity of one shall be Xxx Xxxxxxxxdesignated and named by AccelMed, and the identity of the other shall be designated and named by the MediVision/Principal MV Shareholders Group (which two directors are currently Mr. Xxxxxxx Xxxxx and Xx. Xxxxxxxx X. Phillips); provided, that if MediVision owns 30% or more of the shares of Common Stock owned collectively by MediVision and the Principal MV Shareholders, then MediVision shall designate and name the person to be nominated by the MediVision/Principal MV Shareholders Group pursuant to this Section 1.1(a)(i) and if MediVision owns less than 30% of the shares of Common Stock owned collectively by MediVision and the Principal MV Shareholders, then MediVision/Principal MV Shareholders shall designate and name the person to be nominated by the MediVision/Principal MV Shareholders Group pursuant to this Section 1.1(a)(i); (ii) an independent director, who shall initially be Xxxx Xxxxxthree persons designated and named by AccelMed (the “AccelMed Directors”); (iii) one director who shall be three persons designated and named by Verdoso Investments S.A. MediVision (‘Verdoso’) or its affiliatesthe “MediVision Directors”); provided, provided further, that Verdoso holds at least four million (4,000,000) if MediVision owns less than 30% of the shares of Series Preferred (subject Common Stock owned collectively by MediVision and the Principal MV Shareholders, then the Agfa Group, the Inter-Gamma Group and the Allon/Shenhar Group, in proportion to adjustment for any stock splittheir shareholdings in OIS, reverse stock split or similar eventshall name the persons to be nominated pursuant to this Section 1.1(a)(iii), who initially shall be Xxxxxx Xxxxxxx;; and (iv) one director person designated and named jointly by AccelMed and MediVision who shall be designated by Investec Bank plc (‘Investec’) or its affiliatesa reputable individual from OIS’ industry; provided, provided that Investec or its affiliates holds at least four million (4,000,000) if MediVision owns less than 30% of the shares of Series Preferred (subject Common Stock owned collectively by MediVision and the Principal MV Shareholders, then AccelMed and the Principal MV Shareholders shall name the person to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected nominated pursuant to this Section 1.2(a1.1(a)(iv). (b) Following the date of the First Closing and as long as either AccelMed or the MediVision/Principal MV Shareholders Group holds less than 25% of the outstanding shares of Common Stock of OIS or more than 50% of the outstanding shares of Common Stock of OIS, OIS will use its best efforts and will take all actions (including, if necessary, amend it bylaws) to cause to be nominated for election to OIS’ Board of Directors, and each of AccelMed and the members of the MediVision/Principal MV Shareholders Group agree to vote all OIS Shares, from time to time and at all times, in whatever manner shall be necessary for the election of, at each annual or special meeting of shareholders at which an election of directors is held or pursuant to fill any vacancy created written consent of the stockholders, for the following nominees. (i) two “Independent Directors” as defined under the listing standards of The Nasdaq Capital Market, regardless of whether the Common Stock is then listed on the Nasdaq Capital Market, the identity of one shall be designated and named by AccelMed the identity of the other shall be designated and named by the resignationMediVision/Principal MV Shareholders Group (which two directors are currently Mr. Xxxxxxx Xxxxx and Xx. Xxxxxxxx X. Phillips); provided, removal that if MediVision owns 30% or death more of a director elected the shares of Common Stock owned collectively by MediVision and the Principal MV Shareholders, then MediVision shall designate and name the person to be nominated by the MediVision/Principal MV Shareholders Group pursuant to this Section 1.2(a1.1(b)(i) and if MediVision owns less than 30% of the shares of Common Stock owned collectively by MediVision and the Principal MV Shareholders, then MediVision/Principal MV Shareholders shall designate and name the person to be nominated by the MediVision/Principal MV Shareholders Group pursuant to this Section 1.1(b)(i); (ii) six persons designated and named by AccelMed and the MediVision/Principal MV Shareholders Group, with each of AccelMed and the MediVision/Principal MV Shareholders Group entitled to name the number of persons for election to OIS’ Board of Directors in proportion to their shareholdings in OIS vis-a-vi AccelMed and the MediVision/Principal MV Shareholders Group (i.e., calculated based on the portion (in percentages) of the holdings of each of them out of their combined aggregate holdings, multiplied by six, and rounded to the nearest whole number); provided, that if MediVision owns 30% or more of the shares of Common Stock owned collectively by MediVision and the Principal MV Shareholders, then MediVision shall designate and name the persons to be nominated by the MediVision/Principal MV Shareholders Group pursuant to this Section 1.1(b)(ii) and if MediVision owns less than 30% of the shares of Common Stock owned collectively by MediVision and the Principal MV Shareholders, then MediVision/Principal MV Shareholders shall designate and name the persons to be nominated by the MediVision/Principal MV Shareholders Group pursuant to this Section 1.1(b)(ii); and (iii) one person designated and named jointly by AccelMed and MediVision who shall be a reputable individual from OIS’ industry; provided, that if MediVision owns less than 30% of the shares of Common Stock owned collectively by MediVision and the Principal MV Shareholders, then AccelMed and the Principal MV Shareholders shall name the person to be nominated pursuant to this Section 1.1(b)(iii). The number of persons that a Party is entitled to nominate pursuant to this Section 1.1 shall be rounded to the nearest person. At the first annual meeting of the Company’s shareholders following the execution of this Agreement, AccelMed shall designate Xx. Xxxxx Xxxxxxx, pursuant to Section 1.1(a)(ii) or 1.1(b)(ii) (as the case may be), shall also be to serve as a director until the next annual meeting, subject to his continuance service as OIS’ chief financial officer during such period and subject to Section 1.4 below. At the provisions first annual meeting of the Company’s shareholders following the execution of this Agreement, MediVision/Principal MV Shareholders Group shall designate Xx. Xxxx Xxxxx, pursuant to Section 1.2(a1.1(a)(iii) or 1.1(b)(ii) (as the case may be), to serve as a director until the next annual meeting, subject to Section 1.4 below.”

Election of Directors. On all matters relating (a) Prior to the Second Closing, the Company will take all actions necessary (including, if necessary, increasing the size of the Board of Directors) to cause the election or appointment to the Board of Directors of the number of Purchaser Nominees that Purchaser is entitled to designate pursuant to Section 4.6(b) (such individuals, the “Initial Purchaser Director Nominees”) to serve for a term expiring at the first annual meeting of the Company’s shareholders ending after the Second Closing and until their successors are duly elected and qualified. The parties acknowledge and agree that (i) one of the Initial Purchaser Director Nominees shall be a senior officer of Purchaser selected by Purchaser in its sole discretion and (ii) one of the Initial Purchaser Director Nominees shall be a third-party designee reasonably acceptable to the Company (the “Third-Party Designee”), in each case subject to Section 4.6(f). For the avoidance of doubt, the Initial Purchaser Director Nominees shall serve on the Board of Directors effective immediately upon the Second Closing; provided that, if Purchaser has not informed the Company of its selection for one or both of its Initial Purchaser Director Nominees as of such time, then the Company will, promptly (and in any event within 20 Business Days) after receiving a written notice that such Initial Purchaser Director Nominee or Initial Purchaser Director Nominees has been selected, elect or appoint such Initial Purchaser Director Nominee or Initial Purchaser Director Nominees to the Board of Directors, subject to the terms of this Section 4.6. (b) Following the Second Closing, prior to the occurrence of the 5% Fall-Away Date, Purchaser shall have the right to designate, pursuant to this Section 4.6, a number of Purchaser Nominees proportional to the percentage of issued and outstanding Common Stock Owned by Purchaser and its affiliates, but, in any event, (i) prior to the 10% Fall-Away Date, at least two members of the Board of Directors, (ii) prior to the 5% Fall-Away Date, at least one member of the Board of Directors and (iii) in all cases, no greater than 24% (rounded down to the nearest whole number) of the total members of the Board of Directors (it being understood that in no event will Purchaser have a right to designate a number of Purchaser Nominees that, upon election to the Board of Directors, would cause Purchaser to be presumed to “control” the Company pursuant to the BHC Act). The following table provides an illustrative example of the foregoing (assuming a 15-member Board of Directors): Upon the occurrence of the 10% Fall-Away Date, at the written request of the Board of Directors, in the event that there are two or more Purchaser Directors at such time, all except one of the Purchaser Directors shall immediately resign (such selection to be made by Xxxxxxxxx in its sole discretion), and Purchaser shall direct such Purchaser Director immediately to resign, from the Board of Directors effective as of the 10% Fall-Away Date. Upon the occurrence of the 5% Fall-Away Date, at the written request of the Board of Directors, each Purchaser Director shall immediately resign, and Purchaser shall direct each such Purchaser Director immediately to resign, from the Board of Directors effective as of the 5% Fall-Away Date, and Purchaser shall no longer have any rights under this Section 4.6, including, for the avoidance of doubt, any designation or nomination rights under Section 4.6(c). (c) Following the Second Closing and until the occurrence of the 5% Fall-Away Date, at any annual meeting of the Company’s shareholders at which the term of one or more Purchaser Directors shall expire, Purchaser shall have the right to designate a number of Purchaser Nominees not to exceed the number of Purchaser Nominees that Purchaser is then entitled to designate for nomination or election to the Board of Directors pursuant hereto; provided that Purchaser will consult with the Company before determining not to re-nominate the Third-Party Designee at any annual meeting. The Company shall include each Purchaser Nominee designated by Purchaser in accordance with this Section 4.6(c) in the Company’s slate of nominees for the applicable annual meeting of the Company’s shareholders and shall recommend that the holders of Common Stock vote in favor of such Purchaser Nominees and shall support the Purchaser Nominees (including via solicitation of proxies) in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate. Without the prior written consent of Purchaser, so long as Purchaser is entitled to designate any Purchaser Nominee for election to the Board of Directors pursuant hereto, the Board of Directors shall not remove any Purchaser Director from his or her directorship, except as required by Law or the Company Articles or the Company Regulations or other Company policies or guidelines applicable to all other directors of the Company (in which case Purchaser’s right to designate Purchaser Nominees for nomination or election to the Board of Directors, whether at any annual meeting of the Company’s shareholders or to fill a vacancy resulting from the death, disability, resignation or removal of any Purchaser Director as a member of the Board of Directors, and the Company’s obligation to nominate such Purchaser Nominees for election to the Board of Directors, in each case as set forth in this Section 4.6(c), are preserved). (d) Each Purchaser Director shall have the right to serve on one standing committee of the Board of Directors, which standing committee shall be different than the standing committee on which at least one other Purchaser Director (if more than one) serves, as determined by the Company, subject in each case to the requirements of the NYSE and applicable Law. In addition, in the event the Board of Directors establishes any new committees, including any special, strategic review, transaction or similar committee (but excluding any pricing committee established in connection with the pricing of a securities offering), Purchaser shall have the right to designate one Purchaser Director to serve on any such committee of the Board of Directors, subject to the requirements of the NYSE and applicable Law (it being understood that no Purchaser Director shall have the right to serve on any committee that was formed to evaluate (i) an Acquisition Proposal (provided that, upon the request of a Purchaser Director, the independent members of the Board of Directors may waive the foregoing restriction in connection with an Acquisition Proposal that is not in respect of a Change of Control) or (ii) for another purpose or matter that he or she is reasonably likely to have a conflict of interest (as reasonably determined in good faith by the other independent (as defined pursuant to the rules of the NYSE and the applicable rules and regulations of the Securities and Exchange Commission) members of the Board of Directors in their sole discretion). Without limiting the foregoing, the Purchaser Directors shall in all cases comprise 25.0% or less of the total membership of any committee of the Board of Directors. (e) In the event of the death, disability, resignation or removal of any Purchaser Director as a member of the Board of Directors (other than resignation pursuant to Section 4.6(b)), Purchaser, if it is entitled to designate one or more directors pursuant to this Section 4.6, may designate a Purchaser Nominee to replace such Purchaser Director and, subject to Section 4.6(f) and any applicable provisions of the OGCL, the Company shall take all actions necessary to cause such Purchaser Nominee to fill such resulting vacancy; provided that if the Purchaser Director to be replaced is the initial Third-Party Designee (or one of his or her subsequent replacements), the Purchaser Nominee to fill such resulting vacancy shall be another third-party designee reasonably acceptable to the Company. (f) The Company’s obligations to have any Purchaser Nominee elected to the Board of Directors or nominate any Purchaser Nominee for election as a director at any meeting of the Company’s shareholders pursuant to this Section 4.6, as applicable, shall in each case be subject to (i) such Purchaser Nominee’s satisfaction of all requirements regarding service as a director of the Company under applicable Law regarding service as a director of the Company and all other criteria and qualifications for service as a director (including Company policies or guidelines) applicable to all directors of the Company, (ii) any necessary or appropriate Governmental Approvals and (iii) such Purchaser Nominee meeting all independence requirements under the Key Holders listing rules of the NYSE; provided that in no event shall such Purchaser Nominee’s relationship with Purchaser or its affiliates nor the ownership by Purchaser (together with its affiliates) of any shares of Common Stock, in and of itself, be considered to disqualify such Purchaser Nominee from being a member of the Investors agree Board of Directors pursuant to vote all Key Holder Shares and Investor Shares held by them (this Section 4.6, so long as Purchaser is not deemed to “control” the Company under the BHC Act or the holders thereof shall Bank Act. Purchaser will direct each Purchaser Nominee to make himself or herself reasonably available for interviews and to consent pursuant to an action by written consent such reference and background checks or other investigations as the Board of Directors may reasonably request to determine the holders of capital stock Purchaser Nominee’s eligibility and qualification to serve as a director of the Company. Purchaser acknowledges that, while a Purchaser Director serves on the Board of Directors, such Purchaser Director will be subject to applicable Law, the Company Articles, the Company Regulations and Company policies and guidelines, including with respect to confidentiality and other restrictions on information sharing, in each case, to the extent related to service as a director and applicable to all directors of the Company. No Purchaser Nominee shall be eligible to serve on the Board of Directors if he or she has been involved in any of the events enumerated under Item 2(d) so of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any Order that is then in effect prohibiting service as a director of any (A) bank holding company pursuant to elect the BHC Act or (B) public company. (g) The Company shall indemnify the Purchaser Directors and provide the Purchaser Directors with director and officer insurance to the same extent as the Company indemnifies and provides such insurance to other members of the Board of Directors, pursuant to the Company Articles, the Company Regulations, the OGCL or otherwise, but subject to the terms thereof. The Company acknowledges and agrees that the Company (1) is the indemnitor of first resort (i.e., its obligations to the Purchaser Directors are primary and any obligation of Purchaser or its affiliates to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Purchaser Directors are secondary) and (2) shall be required to advance the amount of expenses incurred by the Purchaser Directors and shall be liable for the amount of all expenses and liabilities incurred by the Purchaser Directors, in each case to the same extent as the Company indemnifies and provides such insurance to other members of the Board of Directors, pursuant to the Company Articles, the Company Regulations, the OGCL or otherwise, but subject to the terms thereof, without regard to any rights the Purchaser Directors may have against Purchaser or its affiliates. (h) Prior to the 5% Fall-Away Date, the Company shall not (i) decrease the size of the Board of Directors to less than a total of three directors seats, (ii) decrease the size of the Board of Directors if such decrease would require the resignation of either or both Purchaser Nominees or (iii) decrease the size of the Board of Directors or take any other action or fail to take any action if such decrease, action or failure to take an action would result in the Purchaser Nominees comprising 25.0% or more of the Board of Directors. (i) The parties hereto agree that the Purchaser Directors shall be entitled to (i) unless waived by the Purchaser Directors, cash or equity compensation from the Company in connection with their service as directors and (ii) reimbursement from the Company for the reasonable out-of-pocket fees or expenses incurred in connection with their service as directors, in each case in a manner consistent with the Company’s practices with respect to compensation or reimbursement, respectively, for other members of the Board of Directors, including reimbursement pursuant to customary indemnification arrangements. (j) For the avoidance of doubt, subject to applicable Law and the terms of this Section 4.6, nothing in Section 3.3 shall limit the right of any Purchaser Director to participate in any meeting of the Board of Directors or receive any information that is otherwise made available to the Board of Directors; and, subject to applicable Law and the terms of this Section 4.6, the Company and its Subsidiaries shall prepare and provide, or cause to be prepared and provided, to each Purchaser Director (in his or her capacity as such) any materials or other information generally prepared for or given to other members of the Board of Directors, as and when prepared for or given to any such other members, or any other materials or other information relating to the management, operations and finances of the Company and its Subsidiaries as and when generally provided to directors of the Company or as and when reasonably requested by any Purchaser Director (in his or her capacity as such). Notwithstanding the foregoing, the Purchaser Directors shall not be entitled to attend and otherwise participate in, or be entitled to receive notice of or copies of minutes, consents or other materials provided to other members of the Board of Directors with respect to, and shall, to the extent applicable, waive notice of and recuse themselves from, any meeting of the Board of Directors or any committee thereof (or any portion thereof) with respect to (x) an Acquisition Proposal (provided that, upon the request of a Purchaser Director, the independent members of the Board of Directors may waive the foregoing restriction in connection with an Acquisition Proposal that is not in respect of a Change of Control) or (y) any other matter which he or she is reasonably likely to have a conflict of interest (as reasonably determined in good faith by the other independent (as defined pursuant to the rules of the NYSE and the applicable rules and regulations of the Securities and Exchange Commission) members of the Board of Directors in their sole discretion) with respect to the subject matter of such meeting or any portion of such meeting, including discussions or information regarding this Agreement or the transactions contemplated hereby; provided, however, that the Company shall use commercially reasonable efforts to make other arrangements (including segmenting portions of meetings, redacting information or making substitute disclosure arrangements) that would enable participation in such meetings by, and disclosure of information and materials to, the Purchaser Director without the Purchaser Director learning information about the matter(s) giving rise to such conflict of interest. In no event may Purchaser receive from the Purchaser Directors or use any confidential information of the Company (including Confidential Supervisory Information, “sensitive personal data” (as defined in 31 C.F.R. 800.241) of U.S. citizens or “material nonpublic technical information” (as defined in 31 X.X.xX. 800.232)) that was provided by the Company to the Purchaser Directors in their capacity as a member of the Board of Directors (it being understood that the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares foregoing shall not restrict Purchaser’s use of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of such information received from the Company which shall include: (i) in accordance with the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions terms of this Section 1.2(aAgreement).”

Election of Directors. On Each of the parties entitled to vote hereto agrees to vote all matters relating of the Stock (as hereinafter defined) of the Company now owned or hereafter acquired by such party (and attend, in person or by proxy, all meetings of stockholders called for the purpose of electing directors), and the Company agrees to take all actions (including, but not limited to the nomination of specified persons) to cause and maintain the election to the Board of directors Directors of the Company, to the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent extent permitted pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members 's Certificate of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event)Incorporation, the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall includefollowing: (i) the Company’s chief executive officer (the ‘CEO’)as long as shares of Series A Preferred Stock are outstanding, one nominee designated by Brand Equity Ventures I, L.P., who shall initially shall be Xxx XxxxxxxxXxxxxxxxxxx X. Xxxxxxx; (ii) an independent directoras long as shares of Series A Preferred Stock are outstanding, one nominee designated by 60% in interest of the holders of Series A Preferred Stock, who shall initially be Xxxxxxx Xxxxxx, and if no shares of Series A Preferred Stock are outstanding, one nominee designated by 60% in interest of the holders of the Class B Common Stock issuable upon conversion of the Class A Common Stock, whether now owned or hereafter acquired (the "Series A Conversion Shares"); (iii) two nominees designated by a majority in interest of the holders of the Class B Common Stock, one of whom shall initially be Xxxxxx Xxxxxxxxxx, who shall initially serve as Chairman, and the other shall initially be Xxxxx Xxxx; and (iv) as long as shares of Series A Preferred Stock are outstanding, one nominee to be designated by a majority in interest of the holders of Series A Preferred Stock, who shall initially be Xxxxxx Xxxxxx, and if no shares of Series A Preferred Stock are outstanding, by 60% in interest of the holders of Series A Conversion Shares, and approved by a majority in interest of the holders of the Class B Common Stock; (v) as long as shares of Series B Preferred Stock (or shares of Class B Common Stock issuable upon conversion of the Series B Preferred Stock, whether now owned or hereafter acquired ("Series B Conversion Shares")) are outstanding, one nominee designated by @Ventures III, L.P., who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (ivvi) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) as long as shares of Series B Preferred (subject to adjustment for any stock splitStock are outstanding, reverse stock split or similar event)one nominee designated by 60% in interest of the holders of Series B Preferred Stock, and if no shares of Series B Preferred Stock are outstanding, one nominee designated by 60% in interest of the holders of the Series B Conversion Shares, who shall initially be Xxxxxxx XxxxxxxxxxXxxxxx Xxxxxxx; and (vvii) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) long as shares of Series C Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017Stock and/or Series D Preferred Stock are outstanding, one director who shall be nominee designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold the holders of shares representing at least hold at least seven million (7,000,000) 60% of the votes represented by the shares of Series C Preferred (subject Stock and Series D Preferred Stock then outstanding, and if no shares of Series C Preferred Stock or Series D Preferred Stock are outstanding, one nominee designated by 60% in interest of the holders of Class B Common Stock issuable upon conversion of the Series C Preferred Stock and Series D Preferred Stock, whether now owned or hereafter acquired, in each case the nominee shall not be a Series C Investor or a Series D Investor or an affiliate thereof; such nominee shall initially be undesignated. Each of the parties further covenants and agrees to adjustment for any stock splitvote, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions extent possible, all shares of this Section 1.2(a)Stock of the Company now owned or hereafter acquired by such party so that the Company's Board of Directors shall consist of eight (8) members.”

Election of Directors. On all matters relating to (a) Upon the election of directors occurrence of the CompanyFall-Away of Purchaser Board Rights, at the written request of the Board, the Key Holders Purchaser Directors shall immediately resign, and the Investors agree Purchaser shall cause the Purchaser Directors immediately to vote all Key Holder Shares and Investor Shares held by them (or resign, from the holders thereof shall consent pursuant to an action by written consent Board effective as of the holders of capital stock date of the CompanyFall-Away of Purchaser Board Rights, and the Purchaser shall no longer have any rights under this Section 5.10, including, for the avoidance of doubt, any designation and/or nomination rights under Section 5.10(c). After the second anniversary of the Additional Closing, at the written request of the Board, one Purchaser Director shall immediately resign, and the Purchaser shall cause such Purchaser Director to immediately resign from the Board. Purchaser shall select the identity of the resigning director in its sole discretion. (b) so as to elect members From and after the Additional Closing, until the occurrence of the Fall-Away of Purchaser Board Rights, at each annual meeting of the Company’s stockholders, the Purchaser shall have the right to designate three Purchaser Designees for election (in accordance with Section 15 of the Certificate of Designations) to the Board at such annual meeting; provided that (i) after the second anniversary of Directors the Additional Closing Date or (ii) if the ‘75% Beneficial Ownership Test is not met, the Purchaser shall have the right to designate only two Purchaser Designees for election to the Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject . Subject to adjustment for any stock split, reverse stock split or similar eventSection 5.10(e), the holders of Series PreferredCompany shall include the three or two, voting together as a single class on an as-converted basisapplicable, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be Purchaser Directors designated by Verdoso Investments S.A. (‘Verdoso’the Purchaser in accordance with this Section 5.10(c) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s slate of nominees as “Purchaser Designees” (in accordance with Section 15 of the Certificate of Designations) for each relevant annual meeting of the Company’s stockholders and shall recommend that the holders of the Series A Preferred Stock Purchase vote in favor of such Purchaser Designees and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or support such Purchaser Designees in a manner no less rigorous and favorable than the manner in which the Company supports its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by other nominees in the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)aggregate.”

Election of Directors. On all matters relating (i) Subject to the election other provisions of directors of the Companythis Section 4(b)(i), the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the CompanyA) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For for so long as fifteen million (15,000,000) shares the Initial Holders, their respective Affiliates and any other permitted transferees under Section 6 hold unexercised Warrants in respect of Series Preferred remain outstanding (subject greater than or equal to adjustment for any stock split, reverse stock split or similar event)50% of the Warrant Shares in the aggregate, the holders of Series PreferredHolders, voting together exclusively and separately as a single class on an as-converted basisclass, shall be entitled to elect seven two (72) directors members of the Company which Board and (B) for so long as the Initial Holders, their respective Affiliates and any other permitted transferees under Section 6 hold unexercised Warrants in respect of less than 50% but greater than or equal to 20% of the Warrant Shares in the aggregate, the Holders, voting exclusively and separately as a class, shall include: be entitled to elect one (i1) member of the Board (each member of the Board elected in accordance with this section, a “Preferred Director”). Preferred Directors shall be elected by Holders of a majority of the issued and outstanding shares of Special Voting Preferred Stock at each annual meeting of Stockholders of the Corporation, with each Preferred Director serving a term of office expiring at the earliest of the next annual meeting of Stockholders, the Board Election Termination Date or the death, resignation or removal of such Preferred Director; provided that the initial term of each initial Preferred Director shall commence on the earlier of (1) the Companyfifth Business Day following the date on which the Corporation files with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2015 and (2) March 31, 2016. Each Preferred Director shall not be prohibited from serving as a director pursuant to any applicable law (including, without limitation, the Securities and Exchange Act of 1934, as amended, and the Xxxxxxx Antitrust Act of 1914, as amended) or rule or regulation of the Commission or any national securities exchange on which the Corporation’s chief executive officer Common Stock is listed or admitted to trading (the ‘CEO’“Qualification Requirement”). In addition, who initially at least one Preferred Director shall be Xxx Xxxxxxxx;satisfy the independence requirements of the NYSE or any other national securities exchange on which the Corporation’s Common Stock is listed or admitted to trading, as determined in the good faith, reasonable judgment of the Corporation. Further, the Holders have the option and right (but not the obligation) to designate one Preferred Director to serve on one or more committees of the Board without limitation; provided that such Preferred Director meets the applicable independence requirements contemplated by the preceding sentence and any Qualification Requirement applicable to such committee. At any meeting held for the purpose of electing a Preferred Director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the Special Voting Preferred Stock shall constitute a quorum for the purpose of electing such Preferred Director. (ii) an independent directorSubject to the other provisions of this Section 4, who the initial Preferred Directors elected by the Holders shall initially be Xxxx Xxxxx;serve as the Preferred Directors until the expiration of their term of office or such earlier time as the Holders elect to replace the initial Preferred Directors or any successors thereof upon prompt written notice to the Corporation; provided that prior to electing the initial Preferred Directors or any successors thereof, the Holder must provide the Corporation with a reasonable opportunity for the Board and the Nominating and Governance Committee thereof to determine compliance with the provisions of Section 4(b)(i) hereof. (iii) In the event that (A) the number of Preferred Directors serving on the Board at any given time exceeds the number of Preferred Directors that the Holders are entitled to elect pursuant to Section 4(b)(i), or (B) one director or more of the Preferred Directors fails to satisfy the Qualification Requirement, the Holders agree promptly upon (and in any event within five Business Days following) receipt of a written request from the Corporation, to cause the Preferred Director who shall be designated by Verdoso Investments S.A. at any given time is disqualified from serving on the Board pursuant to clause (‘Verdoso’A) or its affiliates, provided that Verdoso holds at least four million (4,000,000B) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar eventthis Section 4(b)(iii), who initially shall to resign from the Board and any applicable committee thereof effective immediately or to cause such Preferred Director to be Xxxxxx Xxxxxxx;removed from the Board in accordance with Section 4(b)(iv). (iv) one director who shall Any Preferred Director may be designated by Investec Bank plc (‘Investec’) removed for cause or its affiliatesotherwise by, provided that Investec or its affiliates holds at least four million (4,000,000) and only by, the affirmative vote of the Holders holding a majority of the issued and outstanding shares of Series Special Voting Preferred (subject to adjustment Stock, given either at a special meeting of the Holders duly called for any stock split, reverse stock split that purpose or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by a written consent of the Holders. In the event of the resignation, death or removal (for cause or death otherwise) of a director elected pursuant any Preferred Director from the Board or any committee thereof, the Holders shall have the right for the ensuing 90 days, or such longer period as agreed to this Section 1.2(a)by the Board, shall also be subject to the other provisions of this Section 1.2(a)4, to elect a successor Preferred Director to the Board to fill the resulting vacancy on the Board or any applicable committee thereof. In the event that the Holders fail to fill the resulting vacancy on the Board in accordance with the time periods set forth in the preceding sentence, the Board, upon recommendation from the Nominating and Governance Committee, shall have the right to retain the resulting vacancies on the Board or designate an individual or individuals recommended by the Nominating and Governance Committee to fill such vacancies, in each case until the Holders elect a successor Preferred Director to the Board to fill the resulting vacancy on the Board or any applicable committee thereof or, to the extent such vacancies have been filled by the Board, to replace each individual designated by the Board to fill the resulting vacancies with a successor Preferred Director, which election may occur at any time and in the Holders’ sole discretion subject to the other provisions of this Section 4.”

Election of Directors. On all matters relating to (a) Upon the election of directors occurrence of the CompanyFall-Away of Purchaser Board Rights, at the written request of the Board, the Key Holders Purchaser Directors shall immediately resign, and the Investors agree Purchaser shall cause the Purchaser Directors immediately to vote all Key Holder Shares and Investor Shares held by them (or resign, from the holders thereof shall consent pursuant to an action by written consent Board effective as of the holders of capital stock date of the CompanyFall-Away of Purchaser Board Rights, and the Purchaser shall no longer have any rights under this Section 5.10, including, for the avoidance of doubt, any designation and/or nomination rights under Section 5.10(c). After the second anniversary of the Additional Closing, at the written request of the Board, one Purchaser Director shall immediately resign, and the Purchaser shall cause such Purchaser Director to immediately resign from the Board. Purchaser shall select the identity of the resigning director in its sole discretion. (b) so as to elect members From and after the Additional Closing, until the occurrence of the Fall-Away of Purchaser Board Rights, at each annual meeting of the Company’s stockholders, the Purchaser shall have the right to designate three Purchaser Designees for election (in accordance with Section 15 of the Certificate of Designations) to the Board at such annual meeting; provided that (i) after the second anniversary of Directors the Additional Closing Date or (ii) if the ‘75% Beneficial Ownership Test is not met, the Purchaser shall have the right to designate only two Purchaser Designees for election to the Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject . Subject to adjustment for any stock split, reverse stock split or similar eventSection 5.10(e), the Company shall include the three or two, as applicable, Purchaser Directors designated by the Purchaser in accordance with this Section 5.10(c) in the Company’s slate of nominees as “Purchaser Designees” (in accordance with Section 15 of the Certificate of Designations) for each relevant annual meeting of the Company’s stockholders and shall recommend that the holders of the Series PreferredA Preferred Stock vote in favor of such Purchaser Designees and shall support such Purchaser Designees in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate. (c) Until the occurrence of the Fall-Away of Purchaser Board Rights and except with respect to a resignation of a Purchaser Director pursuant to the second sentence of Section 5.10(a), voting together in the event of the death, disability, resignation or removal of any Purchaser Director as a single class on an as-converted basismember of the Board, the Purchaser may designate a Purchaser Designee to replace such Purchaser Director and, subject to Section 5.10(e) and any applicable provisions of the DGCL, the Company shall be entitled cause such Purchaser Designee to elect seven fill such resulting vacancy. (7d) directors The Purchaser will cause the Purchaser Designee to make himself or herself reasonably available for interviews and to consent to such reference and background checks or other investigations as the Board may reasonably request from any individual nominated as a director of the Company which and no Purchaser Designee shall includebe eligible to serve on the Board if he or she has been involved in any of the events enumerated under Item 2(d) or (2) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any Judgment prohibiting service as a director of any public company. As a condition to any Purchaser Designee’s election to the Board or nomination for election as a director of the Company at any meeting of the Company’s stockholders, the Purchaser and the Purchaser Designee must provide to the Company: (i) all information requested by the Company that is required to be or is customarily disclosed for directors, candidates for directors and their respective Affiliates and Representatives in a proxy statement or other filings in accordance with applicable Law, any stock exchange rules or listing standards or the Company Charter Documents or corporate governance guidelines, in each case, relating to the Purchaser Designee’s election as a director of the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent directorall information requested by the Company in connection with assessing eligibility, who shall initially be Xxxx Xxxxxindependence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to the Purchaser Designee’s nomination or election, as applicable, as a director of the Company or the Company’s operations in the ordinary course of business; (iii) an undertaking in writing by the Purchaser Designee: a. to be subject to, bound by and duly comply with the code of conduct in the form agreed upon by the other directors of the Company; and b. to recuse himself or herself from any deliberations or discussion of the Board or any committee thereof regarding any Transaction Agreement or the Transactions. (e) The Company shall indemnify the Purchaser Director and provide the Purchaser Director with director and officer insurance to the same extent as it indemnifies and provides such insurance to other members of the Board, pursuant to the Company Charter Documents, the DGCL or otherwise. (f) From and after the Additional Closing, until the occurrence of the Fall-Away of Purchaser Board Rights, one director who Purchaser Director designed by the Purchaser shall be designated as a member of the Company’s Nominating and Corporate Governance Committee and one Purchaser Director designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliatesthe Purchaser shall be designated a member of the Company’s Compensation Committee, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject such Purchaser Directors satisfy all applicable securities laws, the DGCL and NYSE listing rules and regulations that are required to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx;serve on such committees. (ivg) From and after the Additional Closing, until the 75% Beneficial Ownership Test is not met, one director who Purchaser Director designed by the Purchaser shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares as the Chairman of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxxthe Board. (vh) one director who If there is a proposed a sale of the Company or other Fundamental Change, no Purchaser Director shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided included in any committee of the Board that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject is established to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)evaluate and/or approve such transaction.”

Election of Directors. On From and after the date hereof, the Company shall take all matters relating necessary or desirable action within its control (including recommending to shareholders of the Company the election of the Designated Directors) to cause the following individuals designated as described below to be elected as directors of the Company in connection with each annual or special meeting held, or written consent solicited, for the election of directors of the Company, Company following the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors (the ‘Board’) as followsdate hereof: (a) For so long as fifteen million (15,000,000) shares Section 3.3 of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), Article 3 of the Company’s Articles of Incorporation provides that the holders of Series Preferred, voting together as a single class on an as-converted basis, A Preferred Stock shall be entitled to elect seven certain directors to the Board. Accordingly, so long as NMP owns a majority of the outstanding shares of Series A Preferred Stock, it shall have the right to designate a number of persons to the Board representing at least a majority of the full Board; provided that at such time, if any, as the Common Stock then Beneficially Owned by the NMP Holders constitutes less than 331/3% but at least 15% of the outstanding Common Stock of the Company, the number of directors NMP shall have the right to designate shall be three; provided, further, that at such time, if any, as the Common Stock then Beneficially Owned by the NMP Holders constitutes less than 15% but at least 5% of the outstanding Common Stock of the Company, the number of directors NMP shall have the right to designate shall be two; provided, further, that at such time, if any, as the Common Stock then Beneficially Owned by the NMP Holders constitutes less than 5% of the outstanding Common Stock of the Company, so long as the NMP Holders shall Beneficially Own any shares of Common Stock, the number of directors NMP shall have the right to designate shall be one. Notwithstanding anything contained in this paragraph (7a) to the contrary, so long as NMP shall have the right to designate more than one director to the Board and Allegheny shall own any shares of Series A Preferred Stock, unless otherwise agreed in writing between Allegheny and NMP, Allegheny shall have the right to designate one director to the Board in lieu of such director being designated by NMP. (b) So long as the Common Stock then Beneficially Owned by the deLaski Shareholders constitutes at least 15% of the outstanding Common Stock of the Company, the Majority Voting deLaski Shareholders shall have the right to designate two persons for appointment as directors (the “deLaski Directors”); provided, that at such time, if any, as the Common Stock then Beneficially Owned by the deLaski Shareholders constitutes less than 15% but at least 5% of the outstanding Common Stock of the Company, the Majority Voting deLaski Shareholders shall have the right to designate one director; provided, further, that (i) such deLaski Directors shall be individuals reasonably acceptable to the NMP Entities and (ii) unless otherwise consented to by the NMP Entities, Xxxxxxx X. xxXxxxx shall serve as one of such deLaski Directors. (c) One individual designated by a majority of the Board and who is not an officer, employee or general partner of NMP or an officer or employee of the Company which or any of its subsidiaries (the “Independent Director” and together with the NMP Directors and the deLaski Directors, the “Designated Directors”); provided that this Section 7.1(c) shall include: (i) terminate upon the effective date of the registration statement relating to the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares initial public offering of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)Common Stock.”

Election of Directors. On all matters relating (a) The majority of the Board of the Company shall not be resident in the United Kingdom, the Channel Islands or the Isle of Man. The Investors acknowledge and agree among themselves that the United Kingdom City Code on Takeovers and Mergers is not intended to apply to the election Company. (b) During the period commencing on the Closing Date until the Second Anniversary Date, the Board shall be comprised of up to eleven (11) Directors, six (6) of whom shall be Independent Directors (including at least two (2) female Independent Directors) who, as of the Closing Date, shall be [•], [•], [•], [•], [•] and [•]. (c) On and following the Closing Date, the Investors set forth below shall be entitled from time to time to nominate for appointment or reappointment certain directors of the Company, Company in the Key Holders manner set forth below and the Investors agree to vote all Key Holder Shares remove from office any such person so appointed and Investor Shares held by them appoint another person in that person’s place (or the holders thereof shall consent pursuant each such person with respect to an action by written consent of the holders of capital stock of the Company) so as to elect members of the Companyapplicable Investor, such Investor’s Board of Directors (the ‘Board’“Investor Nominee Director”) as follows: (ai) For (A) until the Second Anniversary Date, (B) for so long as fifteen million the Founder Investors, together with their respective Affiliates, hold at least forty percent (15,000,00040%) shares of Series Preferred remain outstanding the Effective Economic Interest held by the Founder Investors as of the Closing Date (subject to adjustment excluding, for the avoidance of doubt, any stock splitdilution resulting from any Share issuance by the Company after the Closing Date) or (C) for so long as the Founder is the Chief Executive Officer or Chairman of the Group, reverse stock split or similar event)whichever is longer, the holders of Series Preferred, voting together as a single class on an as-converted basis, Founder Investors shall be entitled to elect seven nominate one (71) directors Director, who, as of the Company which shall include: (i) Closing Date and until the Company’s chief executive officer (Founder ceases to serve as the ‘CEO’)Chief Executive Officer or Chairman of the Group, who initially shall be Xxx Xxxxxxxxhimself, and thereafter shall be any Person nominated by the Founder in accordance with this Section 2.1 (hereinafter referred to in such capacity as the “Founder Director”); (ii) (A) until the Second Anniversary Date or (B) for so long as GSW, together with its Affiliates, holds an independent directorEffective Economic Interest equal to or greater than ten percent (10%), who whichever is longer, GSW shall be entitled to nominate one (1) Director, who, as of the Closing Date, shall initially be Xxxx Xxxxx[•]; (iii) one director who (A) until the Second Anniversary Date or (B) for so long as [Platinum Cactus], together with its Affiliates, holds an Effective Economic Interest equal to or greater than ten percent (10%), whichever is longer [Platinum Cactus] shall be designated by Verdoso Investments S.A. entitled to nominate one (‘Verdoso’1) or its affiliatesDirector, provided that Verdoso holds at least four million (4,000,000) shares who, as of Series Preferred (subject to adjustment for any stock splitthe Closing Date, reverse stock split or similar event), who shall initially shall be Xxxxxx Xxxxxxx;[•]; and (iv) one director who (A) until the Second Anniversary Date or (B) for so long as CPPIB, together with its Affiliates, holds an Effective Economic Interest equal to or greater than ten percent (10%), whichever is longer, CPPIB shall be designated by Investec Bank plc entitled to nominate one (‘Investec’1) or its affiliatesDirector, provided that Investec or its affiliates holds at least four million (4,000,000) shares who, as of Series Preferred (subject to adjustment for any stock splitthe Closing Date, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates[•]. For the avoidance of doubt, provided that Wavelandif at any time following the Second Anniversary Date an Investor, together with any WCP Investors (his or its Affiliates, ceases to hold the requisite Effective Economic Interest to be entitled to nominate for appointment or reappointment such Investor’s Investor Nominee Director as defined set forth in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012this Section 2.1(c), if applicable, hold at least four million such Investor shall (4,000,000i) shares of Series Preferred (subject immediately cease to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one have the right to nominate a director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a2.1(c), (ii) as soon as reasonably practicable notify the Company of that fact and (iii) unless the Board requests otherwise, procure the resignation of its Investor Nominee Director from the Board and each committee of the Board on which such Investor Nominee Director serves as soon as reasonably possible (and in any event within 15 Business Days) or on such reasonable date as the Board notifies such Investor that the Investor’s Nominee Director should resign. (d) As at the Closing Date until the Second Anniversary Date, one (1) Director shall be [•] (or, if [•] resigns or is otherwise unable to serve as a Director prior to the Second Anniversary Date, his successor) (the “RMG Nominee Director”). (e) Notwithstanding any other provision of this Agreement, the Company shall cause the appointment of each Nominee Director to the Board in accordance with this Section 2.1. Each Investor with a Director Nomination Right agrees not to nominate as such Investor’s Nominee Director any individual (A) subject to any “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act of 1933, as amended, or (B) disqualified to act as a director under the Act or under the United Kingdom Company Directors Disqualification Xxx 0000. (f) (i) During the period commencing on the Closing Date until the Second Anniversary Date, JERA shall be entitled from time to time to nominate for appointment one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place, (ii) for so long as RMG, together with its Affiliates, holds at least forty percent (40%) of the Effective Economic Interest held by RMG as of the Closing Date (excluding, for the avoidance of doubt, any dilution resulting from any Share issuance by the Company after the Closing Date), RMG shall be entitled from time to time to nominate for appointment one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place and (iii) for so long as the Founder, together with his Affiliates, including the other Founder Investors, holds at least forty percent (40%) of the Effective Economic Interest held by the Founder Investors as of the Closing Date (excluding, for the avoidance of doubt, any dilution resulting from any Share issuance by the Company after the Closing Date), the Founder shall be entitled from time to time to nominate for appointment one person as an observer on the Board and to remove any such person so appointed and appoint another person in that person’s place (each such person with respect to such Investor, a “Nominee Observer”). The Company and the Investors shall take all Necessary Actions to cause the appointment of the Nominee Observers, who shall be entitled to all rights and privileges of a director of the Company, except (A) the right to vote in meetings of the Board or meetings of any committee of the Board and (B) to be considered for purposes of the calculation of a quorum. (g) In the event that a vacancy is created at any time by the death, disqualification, disability, retirement, removal, failure of being elected or resignation of any Nominee Director or for any other reason, notwithstanding any other provision of this Agreement, the Company shall cause such vacancy to be filled, as soon as possible, by a new Nominee Director of such Investor or RMG (as applicable). RMG and Each Investor that has a Director Nomination Right has the right to remove such Investor’s Nominee Director or RMG Nominee Director (as applicable), and the exclusive right to nominate a replacement nominee to fill any vacancy so created by the resignation, such removal or death resignation of such Nominee Director. Without prejudice to Section 2.1(l),the Company shall take all Necessary Actions to cause the removal of any Nominee Director that such Investor or RMG intends to remove. (h) Subject to applicable Law and the Articles and without prejudice to any other provision of this Agreement, the Company shall take all Necessary Actions to (i) include each Nominee Director in the slate of nominees recommended by the Board at any general meeting of shareholders called for the purpose of electing directors (or consent in lieu of meeting), and (ii) include each Nominee Director in the proxy statement and shareholder resolution, if any, prepared by the Company with respect to the election of members of the Board and at every adjournment or postponement thereof. Subject to applicable Law and the Articles, the Company shall use reasonable endeavours consistent with its endeavours with respect to the other Board nominees to support the election of each Nominee Director as a director of the Company; provided that such endeavours are customary for a publicly traded company in the U.S. The Investors shall take all Necessary Actions to give effect to Section 2.1(g) and this Section 2.1(h), including by voting his or its Voting Shares in favor of any resolutions to give effect to such provisions. (i) Any appointment, removal, or reappointment of a director elected Nominee Director or a Nominee Observer by an Investor shall be made by prior written notice to the Company, and, in the case of an appointment or reappointment of a Nominee Director, such appointment or reappointment shall be on the terms of a letter of appointment, the terms of which shall, subject to changes necessary to comply with applicable Law, be substantially the same as those of the letters of appointment between the Company and the other non-executive directors of the Company. (j) Notwithstanding anything herein to the contrary, if the appointment of any person so nominated is prohibited under the Nasdaq Stock Market listing rules, the Articles or by applicable Law, or not approved by any Governmental Authority having legitimate jurisdiction over such appointment, the Company and the applicable Investor shall consult with each other in good faith concerning such objection or prohibition and the Company and such Investor shall use reasonable endeavours to obtain such permissions, consents, authorisations and/or clearances as are necessary for the appointment of such Nominee Director. In the event that such permissions, consents, authorisations and/or clearances cannot be obtained, such Investor shall nominate an alternative Nominee Director in accordance with the terms of this Section 2.1. (k) In addition to any vote or consent of the Board or the shareholders of the Company required by applicable Law or the Articles, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, (i) the maximum number of Directors on the Board shall be established and remain at eleven (11), and (ii) any action by the Board to increase or decrease the maximum size of the Board shall require the prior written consent of each Investor that has a Director Nomination Right at such time; provided that, notwithstanding the foregoing, in the event that an Investor ceases to have a Director Nomination Right pursuant to Section 2.1(c), the size of the Board may be decreased by the one (1) Director such Investor ceases to have such right to nominate, without the consent of any Investor. (l) If a Nominee Director is requested to resign in accordance with this Section 1.2(a)2.1, the applicable Investor that nominated such Nominee Director shall also be procure that such Nominee Director shall resign from the Board and each committee of the Board on which such Nominee Director serves without seeking compensation for loss of office and shall waive all claims such Nominee Director may have against the Company and its Subsidiaries in connection therewith. If such Nominee Director refuses to resign, the Parties shall take all Necessary Actions to ensure that such Nominee Director is removed pursuant to a special notice and ordinary resolution of the shareholders of the Company under section 168 of the Act as soon as practicable. (m) The Company agrees, subject to the provisions terms of the Articles and applicable Law, that it shall not propose any resolution to its shareholders which would, if passed, remove, reduce, restrict, impair or otherwise prejudice the rights and powers of any Investor and its Nominee Director set out in this Section 1.2(a)Agreement, other than where any such resolution is requested by such Investor or required by applicable Law.” (n) The Company may by notice in writing to the applicable Investor immediately terminate the appointment of such Investor’s Nominee Director on the Board and each committee of the Board on which such Nominee Director serves if such Nominee Director is disqualified by applicable Law from acting as a director of the Company for any reason under the terms of the Articles or otherwise.

Election of Directors. On (a) The Board shall consist of a minimum of five (5) and a maximum of seven (7) directors and any increase to the size of the Board beyond seven (7) shall require an amendment to the Restated Articles. (b) The shareholders of the Company shall take all matters relating action (including, without limitation, voting the shares owned by each, calling extraordinary meetings of shareholders and executing and delivering written consents) necessary to elect the following candidates as directors: (i) At each election of the directors of the Board, so long as Jinglong holds not less than forty percent (40%) of the total Ordinary Shares of the Company issued, after conversion of the Series A Shares (and as adjusted for any share splits, share dividends, recapitalizations or the like), Jinglong shall be entitled to elect two (2) directors to the Board. (ii) At each election of the directors of the Board, so long as Improve Forever Investments Limited holds not less than two percent (2%) of the total Ordinary Shares of the Company issued, after conversion of the Series A Shares (and as adjusted for any share splits, share dividends, recapitalizations or the like), Improve Forever Investments Limited shall be entitled to elect one (1) director to the Board. (iii) At each election of the directors of the Board, so long as Express Power Investment Limited holds not less than eight percent (8%) of the total Ordinary Shares of the Company issued, after conversion of the Series A Shares (and as adjusted for any share splits, share dividends, recapitalizations or the like), Express Power Investment Limited shall be entitled to elect one (1) director to the Board. (iv) At the election of the directors of the CompanyBoard, so long as an Investor holds Series A Shares that would, upon conversion, represent not less than five percent (5%) of the Key Holders total Ordinary Shares of the Company issued, after conversion of the Series A Shares (and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (as adjusted for any share splits, share dividends, recapitalizations or the holders thereof like), such Investor shall consent pursuant be entitled to an action by written consent of nominate one (1) independent director to the holders of capital stock of the Company) so Board, as to elect members of the Company’s Board of Directors (the ‘Board’) as follows:qualified under relevant laws and regulations. (av) For so long as fifteen million an Investor owns Shares equal to at least fifty percent (15,000,00050%) shares of the Series Preferred remain outstanding A Shares issued to such Investor pursuant to the respective Subscription Agreement (subject to adjustment as adjusted for any stock splitshare splits, reverse stock split or similar eventsplits, share distributions, recapitalizations and the like and each such Investor holding such Series A Shares, an “Eligible Investor”), such Eligible Investor shall be permitted to designate from time to time one representative to attend all meetings of the Board as an observer without any voting right, except where and when such meetings of the Board are required by applicable law to be held exclusively by the directors. (c) The holders of Ordinary Shares and Series PreferredA Shares, voting together as a single class on an as-converted basisclass, shall be entitled jointly designate up to elect seven three (73) directors independent candidates (including one (1) candidate nominated by the Investor pursuant to clause (iv) above) within eighteen (18) months after the Closing. The shareholders of the Company which shall include:upon each such designation promptly take all action (including, without limitation, voting the Shares owned by each, calling extraordinary meetings of Shareholders and executing and delivering written consents) necessary to elect such independent candidates as Directors. (id) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death An appointment of a director elected pursuant to this Section 1.2(a), may be on terms that the director shall also automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period; but no such term shall be subject to implied in the provisions absence of this Section 1.2(a)express provision.” (e) There shall be no shareholding qualification for directors.

Election of Directors. On (i) As of the date hereof, the Board of Directors of the Company (the "Board") shall consist of Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxx ----- X. Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxx and Xxxxxx X. Xxxxxxxxxx and up to seven (7) representatives designated by the Series B Investors that own a majority of the Series B Preferred Stock (each such representative and any additional representatives designated by the Series B Investors, a "Series B Director"). ----------------- (ii) From the date hereof, and at all matters relating times while the Series B Preferred Stock is outstanding, the Investors and the Company shall take all reasonable action within their respective power, including but not limited to, the voting (as permitted by law) of all shares of capital stock of the Company owned by them or over which they have voting control, required (A) to cause the Board to consist of no less than seven (7) and no more than the applicable Whole Board Limit (or Reset Board Limit (each as defined in the articles of incorporation of the Company, as may be amended and restated from time to time (the "Charter")) and (B) to appoint and elect the number of Series B Directors ------- required to fill the Reserved Series B Seats (as defined in the Charter) upon receipt of a written consent from the holders of a majority of the Series B Preferred Stock (the "Acting Series B Holders"). (iii) If the Acting Series B Holders exercise their right to designate and elect a Series B Director or multiple Series B Directors pursuant to this Section 2(a) and there are no vacancies on the Board of Directors for such additional director or directors, then the existing At-Large Directors (as defined below) shall within five (5) business days after receipt of written notice from the Acting Series B Holders (the "Resignation Period") meet and ------------------ decide which of such At-Large Directors will resign (each a "Departing Director"). Assuming ------------------ such decision is voluntarily made, each Departing Director shall immediately resign. Upon the creation of such vacancy or vacancies, the Acting Series B Holders may immediately designate and elect the additional Series B Director(s) pursuant to this Section 2(a). If none of the At-Large Directors resigns or not enough resign to create the vacancies for the additional Series B Director Seat(s), the Investors shall take all action within their respective power as stockholders to cause the removal of the requisite number of At-Large Directors (the "Removed Directors"). The foregoing shall not be deemed to preclude any ----------------- right of any holder of the Series B Preferred Stock under the Charter. (iv) In the event (each a "Default") that the Company fails for ------- any reason (i) to pay any quarterly dividend with respect to the Series B Preferred Stock as required by the Charter, (ii) to make any redemption payment required pursuant to the Charter, or (iii) an At-Large Director fails to resign or is not otherwise removed within a Resignation Period as required under Section 2(a)(v) above, then, in any such case, upon five (5) days written notice to the Company given at any time following and during the continuance of any Default, the holders of Series B Preferred Stock shall as a class become entitled to "Special Voting Rights" as defined and described in the Charter and the Investors and the Company shall take all action within their respective power to effect the change in Board composition required by the Special Voting Rights provision of the Charter. (v) From and after the date hereof, the Series B Investors shall be allowed to vote on an as-converted basis in the general election of Board members (the "At-Large Directors") for those Board seats that are not Reserved ------------------ Series B Seats or otherwise required for Series B Directors (the "At-Large -------- Seats"); provided, however, that with respect to the election of directors of the Companyto ----- ----------------- such At-Large Seats, the Key Holders and the Series B Investors agree to shall vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders shares of capital stock of the Company) so as to elect members Company owned by such Series B Investors for the persons nominated by the incumbent At-Large Directors or, after May 31, 2003 (and in the sole discretion of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar eventB Investors), the as proposed by any other holders of Common Stock, excluding the Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for B Investors and any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors Affiliates (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012Agreement), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx;. (vi) on The Company shall provide the Investors with thirty (30) days' prior written notice of any intended mailing of a notice to shareholders for a meeting at which directors are to be elected. The Company agrees to nominate and recommend for election to the Reserved Series B Seats or after November 1the seats otherwise required for the Series B Directors only those representatives designated by the Series B Investors that own a majority of the Series B Preferred Stock. If the Series B Investors fail to give notice to the Company of their nominees for the Series B Directors, 2017, one director who the designees then serving as Series B Directors shall be deemed designated by Motorola Solutionsfor reelection; provided, Inc. (‘Motorola’) or its affiliates, provided that Motorola such deemed designation shall not preclude the Series B Investors from otherwise acting with respect to the designation and its affiliates hold election of Reserved Series B Seats at least hold at least seven million (7,000,000) shares of Series Preferred (subject any time and from time to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created time as permitted by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)Charter.”

Election of Directors. (a) On all matters relating to the election of directors to the Board of the CompanyDirectors, including at each annual or special meeting of Shareholders at which directors are to be elected, the Key Holders and the Investors Shareholders agree to vote all Key Holder Shares and Investor Shares shares of Equity Securities held by by, or controlled by, them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the CompanyShareholders) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (ai) For so long as fifteen million four (15,000,0004) shares individuals nominated by the Series A Preferred Shareholders holding a majority of the Series A Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Stock held by all Series PreferredA Preferred Shareholders, voting together as a single separate class on an as-converted basis(the “Series A Preferred Directors”), one of whom shall be entitled to elect seven an Independent Director (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’defined below), who initially shall be Xxx Xxxxx Xxxxxxxx;, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxx Xxxx (as the Independent Director); and (ii) an independent directorthree (3) individuals nominated by the Common Shareholders holding a majority of the Common Stock held by all Common Shareholders, who shall initially be Xxxx Xxxxx; voting together as a separate class (iii) the “Common Directors”), one director who of whom shall be designated by Verdoso Investments S.A. an Independent Director (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar eventas defined below), who initially shall be Xxxxx Xxxxxxxxxxxx, Xxxxxx Xxxxxxx;Xxxxxxx and Xxxxxx Xxxxxxx (as the Independent Director). (ivb) one director For purposes of this Section 3.1, “Independent Director” means, unless otherwise approved by a majority of the Common Directors (i) with respect to the Series A Preferred Directors, any individual who is not an employee, shareholder, managing partner or manager of Advent International Corporation, and (ii) with respect to the Common Shareholders, any individual who is not an employee of the Company or an employee, shareholder, managing partner or manager any Common Shareholder. Each of the above designees shall be designated by Investec Bank plc (‘Investec’) or its affiliateshold office, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split his or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) her resignation or its affiliates, provided that Waveland, together earlier removal in accordance with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21Bylaws, 2012as amended (the “Bylaws”), if applicableArticles of Incorporation (including the Designation) and/or applicable law, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split until his or similar event), who initially her successors shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who have been elected and shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) have qualified. Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death resignation of a director elected pursuant to this Section 1.2(a)3.1, shall also be subject to the provisions of this Section 1.2(a)3.1.”

Election of Directors. On (a) From and after the Effective Date each Stockholder agrees to vote the Shares owned of record by such Stockholder or the Shares over which such Stockholder has voting control at any annual or special stockholders’ meeting called for such purpose, or by written consent in lieu of a meeting, and to take all matters relating other necessary or desirable actions within his, her or its control (i) to maintain a five (5) member Board, or, subject to any Minority Vote required by Section 17, such greater number as the Board shall specify from time to time, and (ii) to elect to the election of directors Board (A) three (3) nominees designated by Neptune (the “Neptune Designees”), who shall initially shall be Xxxxxxx Xxxxxxxxx (who shall be Chairman of the CompanyBoard), Xxxxxx XxXxxx and Xxxx Xxxxx (each of whom is hereby elected to serve as a member of the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action Board by written consent of the holders of capital stock of the CompanyStockholders), (B) so as to elect members of the Company’s Board of Directors one (1) nominee designated by MSEC (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event“MSEC Designee”), who shall initially be Xxxxxxx Xxxxxxxxxx Xxxxxx (vwho is hereby elected to serve as a member of the Board by written consent of the Stockholders), and (C) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase then-current Chief Executive Officer, currently Xxxx Xxxxxx (who was previously elected to serve as member of the Board by written consent of the Stockholders). All of the above designated directors shall hold office until their respective successors shall have been elected and Exchange Agreement dated November 21shall have qualified, 2012)or until their earlier death, if applicable, hold at least four million (4,000,000) shares resignation or removal. The reasonable travel expenses incurred by any director in attending any meetings of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially the Board shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created reimbursed by the resignationCompany to the extent consistent with the Company’s then existing policy of reimbursing directors generally for such expenses. The Company shall at all times maintain, removal or death from financially sound and reputable insurers, directors’ and officers’ insurance in an amount and upon terms and pricing customary for a company of a director elected pursuant its size and operating in its industry, and will use commercially reasonable efforts to this Section 1.2(a)cause such insurance policy to be maintained until such time as the Board determines that such insurance should be discontinued. The adoption of, cancellation of, and any change to the terms of, such insurance shall also be subject to approval of the provisions Board. (b) In the event that a vacancy is created on the Board at any time due to the death, disability, retirement, resignation or removal of this a Neptune Designee or the MSEC Designee, ​ ​ then Neptune or MSEC, as the case may be, shall have the right to designate an individual to fill such vacancy and the Company and each Stockholder hereby agree to take such actions as may be necessary or desirable within his, her or its control to ensure the election or appointment of such designee to fill such vacancy on the Board. (c) The parties hereto will cause the Board to meet at least once annually, or more frequently to the extent that the Chairman of the Board or the MSEC designee reasonably wish to meet. (d) The Company shall take all steps within its power, including voting any capital stock of any Subsidiary, to cause each person then serving as a member of the Board pursuant to Section 1.2(a6(a), to be elected to the board of directors of each majority owned Subsidiary.”

Election of Directors. On all matters relating to (a) Following the election of directors Effective Date, and for so long as Banpu beneficially owns, directly or indirectly, 10% or more of the Company, the Key Holders and the Investors agree to vote voting power of all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent of the holders of capital stock of the Company) so as to elect members shares of the Company’s capital stock entitled to vote generally in the election of directors, BNAC shall have the right (but not the obligation) pursuant to this Agreement to designate for nomination to the Board a number of individuals (each, a “Banpu Designee”) equal to the number of Directors (all decimal numbers to be rounded up to the ‘Board’nearest whole number) as follows: (a) For so long as fifteen million (15,000,000) shares determined by multiplying the Applicable Percentage to the Total Number of Series Preferred remain outstanding (subject to adjustment for any stock splitDirectors; provided, reverse stock split or similar event)however, that such number of individuals shall not exceed the Maximum Designee Number. As of the Effective Date, the holders of Series Preferred, voting together as a single class on an as-converted basis, initial Banpu Designees shall be entitled Somruedee Chaimongkol, Jxxxxx X. Xxxxx, Axxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxx P. Xxxxxx, Kxxxxx Xxxxxxxxxxx, Xxxxx Xxxxxxxxxx, Axxx Xxxxxxxxxxxxxxx, Xxxxxx Vongkusolkit and Sinon Vongkusolkit. BNAC shall give written notice to elect seven (7) directors the Corporate Governance and Nominating Committee of the Company which shall include: Board of each Banpu Designee no later than the date that is sixty (i60) days prior to the first anniversary of the date that the Company’s chief executive officer (annual proxy for the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject prior year was first mailed to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase stockholders. For the avoidance of doubt, BNAC shall not have any rights to designate a Director pursuant to this Agreement from and Exchange Agreement dated November 21after the first date on which Banpu beneficially owns, 2012)directly or indirectly, if applicable, hold at least four million (4,000,000) less than 10% of the voting power of all shares of Series Preferred (subject the Company’s capital stock entitled to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx;vote generally in the election of directors. (vib) on In the event that a vacancy is created or after November 1exists at any time by the death, 2017disability, one director who retirement or resignation of any Banpu Designee or as a result of BNAC not yet designating a person to fill such vacancy or Board seat, any individual nominated by or at the direction of the Board or any duly authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of BNAC, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including by taking Board action to appoint such Banpu Designee to the Board to fill such vacancy. (c) The Company and Banpu shall, to the fullest extent permitted by law, take all actions to cause the Board to include the Chief Executive Officer of the Company. (d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a)2.1 and use its best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. (e) If at any time Bxxxx’s beneficial ownership is reduced such that it would no longer be entitled pursuant to fill Section 2.1(a) hereof to designate for nomination to the Board the full number of individuals that constitute the Banpu Designees at such time, then it shall promptly (and in any vacancy created event within two (2) Business Days) cause such number of Banpu Designees then serving as Directors on the Board to resign from the Board (such resigning Directors to be selected at BNAC’s discretion, and to be replaced by nominees chosen by the resignation, removal remaining Directors in office) as is necessary so that the remaining number of Banpu Designees then serving on the Board is less than or death equal to the number of a director elected Banpu Designees that BNAC is then entitled to designate for nomination pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a)2.1(a) hereof.”

Election of Directors. On (a) At the Closing Date, the Company and the Shareholders shall take all matters relating necessary action to cause the Board to be comprised of eleven (11) directors. The foregoing directors shall be divided into three classes of directors, with one class elected at the annual general meeting each year. (b) Following the Closing Date, the Shareholders shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, following the election of any Directors and taking into account any Director continuing to serve as such without the need for re-election, the number of Shareholder Designees (as defined below) serving as Directors of the Company will be equal to: (i) six (6), if the Shareholder Entities Beneficially Own, directly or indirectly, at least 50% of the total voting power of the then outstanding Ordinary Shares in issue as of the record date for such meeting; (ii) three (3), if the Shareholder Entities Beneficially Own, directly or indirectly, at least 25% (but less than 50%) of the total voting power of the then outstanding Ordinary Shares in issue as of the record date for such meeting; and (iii) one (1), if the Shareholder Entities Beneficially Own, directly or indirectly, at least 5% (but less than 25%) of the total voting power of the then outstanding Ordinary Shares in issue as of the record date for such meeting. The Shareholders shall lose all nomination rights if the Shareholder Entities Beneficially Own, directly or indirectly, less than 5% of the total voting power of the outstanding Ordinary Shares. For so long as the Directors on the Board are divided into three classes, such Shareholder Designees shall be apportioned among such classes so as to maintain the number of Shareholder Designees in each class as nearly equal as possible. (c) If at any time the Shareholders have designated fewer than the total number of individuals that the Shareholders are then entitled to designate pursuant to Section 2.1(a) hereof, the Shareholders shall have the right, at any time and from time to time, to designate such additional individuals which they are entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Shareholders shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Shareholder Designee.” (d) In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any Shareholder Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Shareholders, and the Company shall take or cause to be taken, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same. The Shareholders have the right to remove any of their Shareholder Designees, and the exclusive right to fill any vacancy so created by such removal or resignation of such Shareholder Designee, with any such replacement to stand for election at the next annual general meeting. (e) The Company shall, to the fullest extent permitted by Law, include in the slate of nominees recommended by the Board at any meeting of shareholders called for the purpose of electing directors (or consent in lieu of meeting), the persons designated pursuant to this Section 2.1 and use its best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Shareholder Designee shall fail to be elected to the Board at any meeting of shareholders called for the purpose of electing directors (or consent in lieu of meeting), the Company shall use its best efforts to cause such Shareholder Designee (or a new designee of the Sponsor) to be elected to the Board, as soon as possible, and the Company shall take or cause to be taken, to the fullest extent permitted by Law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors. (f) In addition to any vote or consent of the Board or the shareholders of the Company required by applicable Law or the articles of association or other organizational document of the Company, and notwithstanding anything to the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors shall require the prior written consent of the holders of capital stock of Shareholders, delivered in accordance with Section 5.13 hereof. (g) The Company shall use reasonable endeavors to procure that the Company) so as to elect members of Board authorizes, in accordance with the Company’s Board articles of Directors (association, any direct or indirect interest of a Shareholder Designee that conflicts, or may possibly conflict, with the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors interests of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent and that arises solely in consequence of such Shareholder Designee being a director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) manager, officer, employee or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a)member of, or to fill partner in, any vacancy created by of the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the Shareholder Entities. The provisions of this Section 1.2(a)2.1(g) are not intended to apply, and do not apply, to any actual or possible conflict that may arise in consequence of such Shareholder Designee being a director, officer or employee of any other entity that is an operating Subsidiary of any of the Shareholder Entities.”

Election of Directors. On all matters relating A board of ten directors is to be elected, three by the holders of Class A Common Shares voting separately as a class and seven by the holders of Common Voting Shares voting separately as a class. In the election, the nominees receiving the greatest number of votes will be elected. All directors will hold office until the next Annual Meeting of Shareholders and until their respective successors are elected and qualified. Each proxy for Class A Common Shares executed and returned by a holder of such shares will be voted for the election of the three directors hereinafter shown as nominees for such class of shares, unless otherwise indicated on such proxy. Each proxy for Common Voting Shares executed and returned by a holder of such shares will be voted for the election of the seven directors hereinafter shown as nominees for such class of shares, unless otherwise indicated on such proxy. Although the board of directors does not contemplate that any of the nominees hereinafter named will be unavailable for election, in the event that any such nominee is unable to serve, the proxies will be voted for the remaining nominees and for such other person(s), if any, as the board may propose. REPORT ON THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS The following table sets forth certain information as to each of the nominees for election to the board of directors. DIRECTOR PRINCIPAL OCCUPATION OR OCCUPATION/BUSINESS NAME AGE SINCE EXPERIENCE FOR PAST FIVE YEARS -------- ------------------------------------------- Xxxxxx X. Xxxxx (1) 62 1988 Chairman since January 1, 1991 and Chief Executive Officer since April 24, 1990 of Milacron Inc. President since January 1, 1998 (a manufacturer of metal working and plastics processing machinery and systems). Xxxxxxxx X. Xxxxxxxxxx 53 1988 Managing Director of X.X. Xxxxxx & Co. Incorporated since February 10, 1992 (an investment banking firm). Xxxxxx X. Xxxxx (2) 45 1996 Vice Chairman, Finance and Real Estate since December 1997 and Vice Chairman and Chief Financial Officer from April 1990 to December 1997 of Federated Department Stores, Inc. NOMINEES FOR ELECTION BY HOLDERS OF COMMON VOTING SHARES (9) Xxxxxxx X. Xxxxxxxx (3) 63 1990 Chief Executive Officer of the Company since May 1996, President of the Company since August 1994, Chief Operating Officer from May 1994 to May 1996, Executive Vice President from March 1990 through May 1994 and Senior Vice President/Newspapers and Publishing from September 1986 to March 1990. Xxxx X. Xxxxxxxxxx (4) 65 1988 Senior Partner since January 1, 1998, Partner from June 1, 1997 through December 31, 1997 and Executive Partner from 1982 through June 1, 1997 of Xxxxx & Xxxxxxxxx LLP (law firm). Xxxxxx X. Xxxxxxxxxx (6) 53 (5) Acting Publisher since 1998, Assistant Publisher from 1994-1998 of Neighborhood Publications, Inc. (weekly newspapers) and Assistant Publisher since 1996 of Union Leader Corp. (publisher of Sunday and daily newspapers). Xxxxxxx X. Scripps (6) 79 1946 Chairman of the Executive Committee of the Company since August 1994 and Chairman of the Board of Directors of the Company from 1953 to August 1994. Xxxxxx X. Scripps (6) 40 1998 Vice President of Scripps Xxxxxx Foundation from 1995 through 1998. News Director at KJRH-TV, a division of a subsidiary of the Company from February 1983 through September 1993. Xxxx X. Scripps (6) (7) 53 1986 Vice President/Newspapers of the Company since November 1997 and Chairman from December 1989 to June 1997 of a subsidiary of the Company. Xxxxx X. Xxxxxxx (8) 50 1997 President and CEO of Wrigley Investments, the Key Holders LLC since March 1999, Chairman and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof shall consent pursuant to an action by written consent CEO of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock splitWrigley Management Inc. from 1995 through 1998, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject Assistant to the provisions President/CEO of this Section 1.2(a).”Wm. Wrigley Jr. Company from 1994 through 1998, Investment Advisor & Manager of Wrigley Family Trusts and Estates from 1977 through 1998. - ---------------

Election of Directors. On all matters relating to (a) The Series A Holders agree as follows: (i) during the election term of directors this Agreement and for so long as Delphi Ventures IV, L.P. ("Delphi") and any of its affiliates (as that term is defined in Rule 405 of Regulation C promulgated under the Securities Act) collectively hold at least fifty percent (50%) of the Companyamount of shares of Series A Preferred Stock and Series B Preferred Stock shown as held by them on Schedule A attached hereto, the Key Holders Fidelity Ventures Limited and the Fidelity Investors Limited Partnership ("Fidelity") and any of its affiliates agree to vote all Key Holder Shares its Series A Preferred Stock and Investor Shares held by them (or Series B Preferred Stock to elect the holders thereof shall consent pursuant to an action by written consent designee of Delphi as one of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) two directors of the Company which shall include:that the Series A Holders and Series B Holders have the right to elect pursuant to Section 4.3d(2) of the Certificate of Incorporation; and (ii) during the term of this Agreement and for so long as Fidelity and any of its affiliates (as that term is defined in Rule 405 of Regulation C promulgated under the Securities Act) collectively hold at least fifty percent (50%) of the amount of shares of Series A Preferred Stock and Series B Preferred Stock shown as held by them on Schedule A attached hereto, Delphi agrees to vote its Series A Preferred Stock and Series B Preferred Stock to elect the designee of Fidelity as one of the two directors of the Company that the Series A Holders and Series B Holders have the right to elect pursuant to Section 4.3d(2) of the Certificate of Incorporation. (b) In addition to any persons elected by the Series A Holders and Series B Holders pursuant to their separate right to elect directors pursuant to Section 4.3d(2) of the Certificate of Incorporation, the Series A Holders and Series B Holders agree to vote to elect (i) two (2) persons designated by a majority of the Company’s chief executive officer (the ‘CEO’)'s issued and outstanding Common Stock, who initially shall be Xxx Xxxxxxxx; and (ii) an independent directortwo (2) persons, who shall initially be Xxxx Xxxxx; (iii) one director who shall be having relevant outside industry experience, designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares a majority of the members of the Board of Directors elected by the Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of A Holders and Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase B Holders and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions subsection (i) of this Section 1.2(a3.5(b).”

Election of Directors. On all matters relating Following the Closing (as defined in the Merger Agreement), OIS will use its best efforts to cause to be nominated for election to OIS’s Board of Directors (the election “Board of directors of the CompanyDirectors”), the Key Holders and the Investors agree each Principal MV Shareholder agrees to vote all Key Holder Shares and Investor Shares held by them OIS voting securities (or the holders thereof shall consent pursuant to an action by written consent of the holders stockholders), whether directly or indirectly owned, and whether now owned or hereafter acquired, or which a Party may be empowered to vote (“OIS Shares”), from time to time and at all times, in whatever manner shall be necessary for the election of, at each annual or special meeting of capital stock shareholders at which an election of directors is held or pursuant to any written consent of the Company) so as to elect members of shareholders, for the Company’s Board of Directors (the ‘Board’) as followsfollowing nominees: (a) For Two persons named by InterGamma Investment Ltd. or its subsidiary, Delta Trading and Services (1986) Ltd. (collectively, “InterGamma”), so long as fifteen million InterGamma holds at least 12% of the outstanding Common Stock, on a fully diluted basis (15,000,000as defined below), or one person named by InterGamma so long as InterGamma holds less than 12% but at least 5% of the outstanding Common Stock; plus, in either case, one additional person named by InterGamma so long as Axxxx Xxxxxxx remains (i) shares either Chief Financial Officer or a senior executive officer of Series Preferred remain OIS and (ii) a director of OIS; (b) Axxxx Xxxxxxx, so long as he remains Chief Financial Officer or a senior executive officer of OIS; (c) One person (in addition to Axxxx Xxxxxxx, if Mx. Xxxxxxx is a director by virtue of Section 1.2(b)) named by Nxxx Xxxxx, Gxx Xxxxx, Sxxxxx Xxxxx, Axxxx Xxxxxxx and Yxxxx Xxxxxxx (collectively, the “Allon/Shenhar Group”), so long as the Allon/Shenhar Group holds at least 5% of the outstanding Common Stock; (d) One person named by Agfa, so long as Agfa holds at least 5% of the outstanding Common Stock on a fully diluted basis, plus, if InterGamma actually nominates a third director pursuant to Section 1.2(a), a second person named by Agfa; (e) The then-current Chief Executive Officer of OIS; (f) Two “Independent Directors” as defined under the listing standards of Nasdaq, regardless of whether the Common Stock is then listed on Nasdaq, and all other applicable listing standards, and provided that each such person also has not been affiliated with MediVision for at least three years prior to his or her appointment, which two directors initially shall consist of Mr. Wxxxxxx Xxxxx and Mx. Xxxxxxxx X. Phillips, with all future Independent Directors to be nominated by the Board of Directors’ Nominating Committee (“Nominating Committee”), subject to adjustment for any stock splitapproval by the full Board of Directors, reverse stock split or similar eventas mandated by Nasdaq’s listing requirements, regardless of whether the Common Stock is then listed on Nasdaq, plus, if Agfa nominates a second director pursuant to Section 1.2(d), a third Independent Director whom OIS shall use its reasonable best efforts to nominate in the holders manner described herein; and (g) Such other directors as may be nominated by the Nominating Committee, subject to approval by the full Board of Series PreferredDirectors; provided that, voting together so long as a single class on an as-converted basisany Principal MV Shareholder retains the right, as set forth above, to name one or more directors for nomination, the total number of directors shall not be entitled to elect less than seven (7) directors of the Company which shall include: nor more than eleven (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx; (ii) an independent director, who shall initially be Xxxx Xxxxx; (iii) one director who shall be designated by Verdoso Investments S.A. (‘Verdoso’) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected pursuant to this Section 1.2(a), or to fill any vacancy created by the resignation, removal or death of a director elected pursuant to this Section 1.2(a), shall also be subject to the provisions of this Section 1.2(a11).”

Election of Directors. On all matters relating to the election (i) The board of directors of the CompanyCompany (the “Board”) as of the Effective Date shall consist of five (5) Directors, which number shall only be modified to give effect to the appointment of the Additional Directors as set forth in clause (ii) below. The Board as of the Effective Date shall comprise of Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxx X. Xxxxxx, Esa Ikaheimonen and Xxxxxxx Xxxxx. From and after the appointment of the two (2) Additional Directors, the Key Holders and the Investors agree to vote all Key Holder Shares and Investor Shares held by them (or the holders thereof Board shall consent pursuant to an action by written consent consist of the holders of capital stock of the Company) so as to elect members of the Company’s Board of Directors (the ‘Board’) as follows: (a) For so long as fifteen million (15,000,000) shares of Series Preferred remain outstanding (subject to adjustment for any stock split, reverse stock split or similar event), the holders of Series Preferred, voting together as a single class on an as-converted basis, shall be entitled to elect seven (7) directors of the Company which shall include: (i) the Company’s chief executive officer (the ‘CEO’), who initially shall be Xxx Xxxxxxxx;Directors. (ii) Following the Effective Date, (x) Xxxxx XxXxxxx shall be added to the Board as promptly as practicable following receipt by the Board of a written notice from Xxxxx XxXxxxx stating his readiness to serve on the Board and (y) one (1) additional individual shall be added to the Board (together, the “Additional Directors”), which individual shall be selected by a majority of the non-employee Directors in consultation with, and with the written approval of, each of Anchorage Capital Master Offshore, Ltd., Knighthead Capital Management, LLC and Q Opportunity Fund, Ltd. and York Capital Management Global Advisors, LLC (each, an independent director“Electing Shareholder”); provided that if at any time any Electing Shareholder (collectively with its Affiliates) ceases to hold a percentage of Outstanding Company Shares that is less than one-half of the percentage of Outstanding Company Shares held by such Electing Shareholder as of the Effective Date, who the approval of such Electing Shareholder pursuant to this Section 2.1(b)(ii)(y) shall initially not be Xxxx Xxxxx;required. Upon the receipt of notice as provided in clause (x) and the selection of such individual as provided in clause (y), the Company shall take all Necessary Action to appoint such individuals as Directors, including increasing the size of the Board as necessary. (iii) If one director who shall be designated by Verdoso Investments S.A. or both of the two (‘Verdoso’2) or its affiliates, provided that Verdoso holds at least four million (4,000,000) shares of Series Preferred (subject Additional Directors are not appointed prior to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxxxxx Xxxxxxx; (iv) one director who shall be designated by Investec Bank plc (‘Investec’) or its affiliates, provided that Investec or its affiliates holds at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who shall initially be Xxxxxxx Xxxxxxxxxx (v) one director who shall be designated by Waveland Venture Partners LLC (‘Waveland’) or its affiliates, provided that Waveland, together with any WCP Investors (as defined in the Company’s Preferred Stock Purchase and Exchange Agreement dated November 21, 2012), if applicable, hold at least four million (4,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event), who initially shall be Xxx Xxxxxx; (vi) on or after November January 1, 2017, one director who shall be designated by Motorola Solutions, Inc. (‘Motorola’) or its affiliates, provided that Motorola and its affiliates hold at least hold at least seven million (7,000,000) shares of Series Preferred (subject to adjustment for any stock split, reverse stock split or similar event); and (vi) Any vote taken to remove any director elected 2017 pursuant to this Section 1.2(a)and in accordance with clause (ii) above, or to fill any vacancy created by then the resignation, removal or death of a director elected pursuant to this Section 1.2(a), Board shall also be subject select the remaining Additional Directors and appoint such individuals to the provisions of this Section 1.2(a)Board.”