Common use of Election of Directors Clause in Contracts

Election of Directors. (a) The Board of Directors of the Company and each Subsidiary shall consist of five members. (b) The Executive Stockholders and, to the extent nomination rights have been assigned thereto, the Executive Transferees (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as directors of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. Each Shareholder agrees to vote all Company Securities (or executing and delivering any written consents in lieu thereof), whether now owned or hereafter acquired or which such Shareholder may be empowered to vote, at a general meeting of the shareholders or otherwise from time to time and at all times, in whatever manner shall be necessary to ensure that the Board shall be designed as follows: (a) One individual designated by the Founder (the “Founder Director”). The Board of Directors of the Company and each Subsidiary Founder Director initially shall consist of five membersbe Per Djupesland. (b) The Company’s Chief Executive Stockholders and, to Officer (the extent nomination rights have been assigned thereto, the Executive Transferees (as defined in Section 3.3“CEO Director”), collectivelyprovided that if for any reason the CEO leaves the Company, then the CEO Director shall be deemed to have resigned from the right Board upon ceasing to designate three individuals as nominees for election as directors be Chief Executive Officer and each of the Company and Shareholders shall promptly vote their respective Shares to elect the replacement CEO as directors the new CEO Director. The CEO Director initially shall be Xxxxx Xxxxxx. (c) One (1) individual to be designated by holders of each direct or indirect subsidiary a majority of the Company Series A Shares (the “Series A Director”). The Series A Director initially shall be Xxxxx xx Xxxx. (x) One (1) individual to be designated by holders of a majority of the Series B Shares (the “Series B Director”). The Series B Director initially shall be Xxxxxxx X. Xxxxx. (e) Four (4) individuals to be designated by holders of a majority of the Series C Shares (each, a “SubsidiarySeries C Director”), two of whom shall be designated independently by Avista Capital Partners II, LP. Each individual nominated The directors appointed by the Executive Stockholders and/or Executive Transferees for election Series C Shares initially shall be Xxxxx Xxxxxxxxx, Xxxxxxx X’Xxxxx, Xxxxxx Xxxxxxxxxxxx, and Xxxxxx Xxxxxxxx. Xxxxx Xxxxxxxxx shall serve as a director the chairman of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI DirectorsBoard. (f) If, at any time, any Stockholder entitled Two (2) individuals to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing be designated by holders of such Stockholder’s desire to have removed from the board of directors a majority of the Company Series C-1 Shares (the each, a “Board of DirectorsSeries C-1 Director”), with or without cause, any director such stockholder so nominated, (i) the Company . The Series C-1 Director seats shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to initially be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removalvacant. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. (a) The Each Shareholder shall vote its Shares at any Shareholders' Meeting, or act by Written Consent with respect to such Shares, and take all other actions necessary to ensure that the number of directors constituting the entire Board of Directors shall be 9, as provided for below. Subject to Section 6.5, each Shareholder shall vote its Shares at any Shareholders' Meeting called for the purpose of filling the positions on the Board of Directors, or in any Written Consent executed for such purpose, in favor of the election to the Board of Directors of the Company and each Subsidiary following individuals: (a) four individuals, who shall consist of five members.be designated by Capital Z (the "Capital Z Directors"); (b) The Executive Stockholders andtwo individuals, to who shall satisfy the extent nomination rights have been assigned thereto, criteria for treatment as an "independent director" under the Executive Transferees (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as directors rules of any stock exchange on which securities of the Company and as directors of each direct or indirect subsidiary of are listed (including NASDAQ), who shall be designated by the Company (eachthe "Independent Director"); (c) two individuals, a “Subsidiary”who shall be designated by Xxxxxxx Xxxxxxx (the "Xxxxxxx Directors"); (d) one individual, who shall be designated jointly by the AAM Investors (the "AAM Director"). Each individual nominated On the date hereof, the Capital Z Directors shall be Xxxxxx Spass, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxx and one additional director to be designated by Capital Z, the Executive Stockholders and/or Executive Transferees for election as a director Independent Directors shall be Xxxxxx Xxxxxx and Xxx XxXxxxxxxx, the Xxxxxxx Directors shall be Xxxxxxx Xxxxxxx and Judge Xxxxxxx Xxxxxxx and the AAM Director shall be Xxxxxxx Xxxx. The rights of the Company Shareholders to designate directors pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and6.3 are not transferable except to Permitted Transferees; provided, collectivelyhowever, such individuals are called the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI that Capital Z and its Permitted Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate designate one or more GEI Capital Z Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made any Third Party Buyer which acquires from Capital Z or its Permitted Transferees in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one privately negotiated transactions Shares representing 10% or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Outstanding Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for electionStock. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. (a) Pubco and each Stockholder shall take all Necessary Action to cause the Initial Board to be comprised of [five to nine] ([5 to 9]) Directors, (i) one (1) of whom has been designated by the Sponsor (the “Sponsor Director”), who shall initially be Xxxxxx Xxxxxx, (ii) one (1) of whom has been designated by Bakkt Opco (the “Bakkt Opco Director”), who shall initially be [•], and (iii) the remaining of whom have been jointly designated by the Sponsor and Bakkt Opco and a majority of whom qualify as “independent directors” under NYSE listing rules (the “Unaffiliated Directors”), who shall initially be [•], [•][, [•], [•], [•], [•]] and [•]. Pubco and each Stockholder shall take all Necessary Action to cause the foregoing Directors to be divided into three (3) classes of Directors, with each class serving for staggered three (3)-year terms as follows: (i) the Class I Directors shall include [one/two/three] ([1/2/3]) Unaffiliated Director[s], who shall initially be [•][[, [•]] and [•]]; (ii) the Class II Directors shall include [one (1) Unaffiliated Director,] the Sponsor Director and the Bakkt Opco Director; and (iii) the Class III Directors shall include [one/two/three] ([1/2/3]) Unaffiliated Director[s], who shall initially be [•][[, [•]] and [•]]. The Board of Directors initial term of the Company and each Subsidiary Class I Directors shall consist expire at the first (1st) annual meeting of five membersstockholders of Pubco following the Closing Date at which Directors are elected. The initial term of the Class II Directors shall expire at the second (2nd) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected. The initial term of the Class III Directors shall expire at the third (3rd) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected. (b) The Executive Stockholders andPubco shall take all Necessary Action to cause the Board to elect and maintain a Chairman of the Board, to the extent nomination rights have been assigned theretowho shall qualify as an “independent director” under NYSE listing rules, the Executive Transferees (as defined in Section 3.3), collectively, and who shall have such duties and responsibilities as are provided for in the right to designate three individuals as nominees for election as directors Organizational Documents of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive DirectorsPubco.” (c) GEI and, Prior to the extent nomination rights have been assigned theretosecond (2nd) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected, in the GEI Transferees (as defined in Section 3.3)event that a vacancy is created at any time by the death, collectivelyretirement, shall have the right to designate two individuals as nominees for election as directors removal or resignation of the Company and as directors of each Subsidiary. Each Sponsor Director or the Bakkt Opco Director, any individual nominated by GEI and/or or at the GEI Transferees for election as a director direction of the Company pursuant Board or any duly-authorized committee thereof to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, fill such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 vacancy shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicablebe, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) Pubco and each Stockholder shall take all Necessary Action to cause such vacancy to be deemed acceptable to the Executive Stockholders and the Executive Transferees, filled as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominatedsoon as possible by, (i) in the Company shall seek action case of a vacancy created by written consent within two business days following the death, retirement, removal or resignation of the Sponsor Director, a designee of the Sponsor if the Sponsor is a Qualified Stockholder at such request to remove such director from the Board of Directorstime, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent in the case of stockholders is not then permitted a vacancy created by the certificate of incorporation and bylaws death, retirement, removal or resignation of the CompanyBakkt Opco Director, the Company shall cause a special meeting designee of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, ICE if ICE is a Qualified Stockholder at such meeting, vote their shares of Common Stock in favor of such removaltime. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. Each of the First Reserve Funds hereby agrees that it shall vote all of the Superior Securities over which it has voting control and shall take, and cause all other members of the First Reserve Group to take, all other necessary or desirable actions within its control (whether in its capacity as a stockholder or otherwise) in order to cause the following: (a) The Board of Directors of the Company and each Subsidiary shall at all times consist of five memberssix Directors. (b) The Executive Stockholders and, election to the extent nomination rights have been assigned theretoBoard of: (i) two designees of the First Reserve Funds (the designees of the First Reserve Funds are collectively referred to as the "Fund Directors"); (ii) two designees of the First Reserve Funds who are Independent Directors and acceptable to the Board as evidenced by a majority vote of the Board; (iii) Superior's Chief Executive Officer; and (iv) subject to the provisions of Section 2.1(c), such number of Independent Directors as may be designated from time to time by a majority vote of the Board in order to complete the Board and fill any vacancies as contemplated by this Section 2.1(b); provided, however, that if at any time (A) the First Reserve Funds cease to beneficially own, in the aggregate, at least 15% of the Voting Power, the Executive Transferees (as defined in Section 3.3), collectively, First Reserve Funds shall cease to have the right to designate three individuals as nominees for election as directors any Independent Directors pursuant to Section 2.1(b)(ii) and (B) the First Reserve Funds cease to beneficially own, in the aggregate, at least 5% of the Company and as directors of each direct or indirect subsidiary Voting Power, unless the Board otherwise consents, all of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive DirectorsFund Directors shall immediately resign.” (c) GEI and, The reelection to the extent nomination rights have been assigned thereto, Board at the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors first annual meeting of the Company and as directors stockholders that is held after the date of each Subsidiary. Each individual nominated this Agreement of one incumbent Director to be designated by GEI and/or the GEI Transferees for election as a director Superior's Chief Executive Officer, which Director will serve in lieu of one of the Company Independent Directors to be elected pursuant to this Section 1.1(c2.1(b)(iv) is hereinafter called a “GEI until the termination of such Director” and, collectively, such individuals are called 's term at the “GEI Directorssecond annual meeting of Superior's stockholders.” (d) For In the avoidance event that any Director designated pursuant to Section 2.1(b) for any reason ceases to serve as a member of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance Board during his term of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEIoffice, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual Person or Persons who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEIpreviously designated such Director pursuant to Section 2.1(b) shall be deemed acceptable entitled to designate a successor Director to fill the vacancy created thereby on the terms and subject to the Executive Stockholders conditions of this Section 2.1. If and to the Executive Transfereesextent that the remaining members of the Board are entitled to fill vacancies on the Board, as applicableupon the occurrence of any vacancy, the Board will promptly take any actions necessary to fill such vacancies in accordance with the foregoing provision. (e) The GEI Parties First Reserve Funds shall cause their designees on the Board to take all necessary or appropriate action to assist in the nomination for election as Directors of such other nominees as may be selected in accordance with Section 2.1(b), and GEI Transferees hereby agree the First Reserve Funds shall vote, and cause all Superior Securities beneficially owned by any member of the First Reserve Group to vote their shares of Common Stock in favor of be voted, for the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of such other nominees as well as for the election of all nominees of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director First Reserve Group designated by them pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. Each Shareholder agrees to vote all voting Company Securities over which such Shareholder has voting control, whether now owned or acquired hereafter, and shall take all other necessary or desirable actions within his or its control and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and General Meetings), so as to cause: (a) The authorized number of directors on the Board of Directors of to be established at twelve (12) members unless the Company and each Subsidiary Required Holders shall consist of five membersotherwise consent to a greater number. (b) The Executive Stockholders following individuals to be elected to the Board at each meeting to elect, and pursuant to each consent executed for the purpose of electing, the members of the Board: (1) three (3) individuals designated by Pine Brook (so long as it is not a Defaulting Investor) as may be designated by Pine Brook, and who shall initially be Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx and one (1) individual designated by Pine Brook after the date hereof (the “Pine Brook Directors”), provided, that Pine Brook shall endeavor in good faith to arrange for one (1) of the Pine Brook Directors to be independent and not affiliated with Pine Brook; (2) three (3) individuals designated by GS (so long as it is not a Defaulting Investor, and subject to Section 3(b)) as may be designated by GS, and who shall initially be Xxxxx Xxxxxx, Xxxxx Xxxxxxx and one (1) individual designated by GS after the date hereof (the “GS Directors” and, to together with the extent nomination rights have been assigned theretoPine Brook Directors, the Executive Transferees (as defined in Section 3.3“Major Investor Directors”), collectivelyprovided, that GS shall have endeavor in good faith to arrange for one (1) of the right GS Directors to designate three be independent and not affiliated with GS; (3) one (1) individual designated by each of Valorina, JPM, Ren Re and Partner Re (in each case so long as it is not a Defaulting Investor) as may be designated by each of Valorina, JPM, Ren Re and Partner Re, and who shall initially be Xxxxx Xxxx, Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxxxxx and Xxxxxx Xxxxxxx, respectively; and (4) the individuals then serving as nominees for election as directors Chairman of the Company and the Chief Executive Officer of the Company, and who shall initially be the individual elected as directors of each direct or indirect subsidiary Chairman of the Company (eachafter the date hereof and Xxxx Xxxxxx, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directorsrespectively.” (c) GEI andUnless otherwise removed in accordance with Section 9.1(d) or Section 9.1(e), the members of the Board to the extent nomination rights hold office until their respective successors shall have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directorsduly appointed.” (d) For If any Shareholder or group of Shareholders request that a director designated by such Shareholder or group of Shareholders be removed by written notice to the avoidance of doubtCompany and the other Shareholders, then, in each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEIsuch case, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, removal of such director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties If an Investor entitled to designate one (1) or more directors pursuant to Section 9.1(b) (i) becomes a Defaulting Investor or (ii) Transfers Company Securities other than to an Affiliate, the removal of all directors designated by such Investor; provided, that the continued right of GS to designate one (1) director following certain Permitted Transfers pursuant to Section 3(a)(iv) or 3(a)(vi) shall be as set forth in Section 3(b) and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI DirectorsBye-law 5.5(c), respectively. (f) IfIn the event of any vacancy on the Board, at any time, any Stockholder the filling of such vacancy with an individual designated by the Shareholder or group of Shareholders entitled to nominate at least one director designate a Board member to fill such vacancy. Notwithstanding the foregoing, in the event of any vacancy on the Board occurring pursuant to Section 1.1(b9.1(e), the Major Investors (excluding any Defaulting Investor) or Section 1.1(c) shall notify the Company and the other Stockholders may, in writing their discretion, by unanimous consent of such StockholderMajor Investors (after consultation with the Company’s desire to have removed from counsel regarding potential United States federal income tax or other issues) and with the board of directors consent of the Company (the “Board of Directors”), with or without cause, any director Investor to which such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders right is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders proposed to be held proposing the removal of such director from the Board of Directors as promptly as practicableallocated, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign allocate the right to nominate one designate directors to fill such vacancies to any new or more GEI Directors existing Investor making an investment in the Company in excess of, or undertaking to fund at least, eight and seven-tenths percent (8.7%) of the aggregate Funding Amounts under (and as defined in) the Subscription Agreement. Vacancies on the Board occurring pursuant to Section 1.1(c9.1(e) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on otherwise be filled by the Board of Directors and a number of Executive Directors proportionate to with nominees proposed by the number of Executive Directors then serving on the Board of DirectorsNominating Committee.

Election of Directors. (a) The Board At each election of Directors directors in which the holders of Series A Preferred Stock, voting together as a separate class on an as-converted basis, are entitled to elect two (2) directors of the Company (the "Series A Preferred Designees") pursuant to Article IV(G)(2)(f)(i) of the Company's Third Amended and each Subsidiary Restated Certificate of Incorporation (the "Restated Certificate"), such holders of Series A Preferred Stock shall consist vote their respective Investor Shares so as to elect one person designated by Sequel Limited Partnership (which person shall initially be Xxx Washing) and one person designated by Anschutz Family Investment Company (which person shall initially be Xxxxx Xxxxxxxxx). Any vote taken to remove any director elected pursuant to this Section 2.2(a), or to fill any vacancy created by the resignation of five membersa director elected pursuant to this Section 2.2(a), shall also be subject to the provisions of this Section 2.2(a). (b) The Executive Stockholders andAt each election of directors in which the holders of Series B Preferred Stock, voting together as a separate class on an as-converted basis, are entitled to the extent nomination rights have been assigned thereto, the Executive Transferees elect two (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as 2) directors of the Company and as directors of each direct or indirect subsidiary (the "Series B Preferred Designees") pursuant to Article IV(G)(2)(f)(ii) of the Company Restated Certificate, such holders of Series B Preferred Stock shall vote their respective Investor Shares so as to elect two (each2) people designated by DLJ Capital Corp., a “Subsidiary”DLJ ESC II, L.P., Sprout Capital VIII, L.P. and Sprout Venture Capital, L.P. (collectively, "The Sprout Group") (one of which persons shall initially be Xxxxxx Xxxxx or another employee of the Sprout Group and the other such person shall be an individual from within the Company's industry who has appropriate experience in that industry or as an investor). Each individual nominated The Sprout Group agrees to obtain the prior approval (which shall not be unreasonably withheld) of the Company's Board of Directors (the "Board") regarding its designation of the outside Series B Preferred Designee (i.e., the designee other than Xxxxxx Xxxxx or another employee of The Sprout Group). Any vote taken to remove any director elected pursuant to this Section 2.2(b), or to fill any vacancy created by the Executive Stockholders and/or Executive Transferees for resignation of a director elected pursuant to this Section 2.2(b), shall also be subject to the provisions of this Section 2.2. (c) [RESERVED] (d) At each election of directors in which the holders of the Common Stock, voting separately as a class, are entitled to elect one (1) director of the Company pursuant to this Section 1.1(bArticle IV(E)(2)(e)(iv) is hereinafter called an “Executive Director” and, collectively, such individuals are called of the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned theretoCompany's Restated Certificate, the GEI Transferees Key Stockholders shall vote their respective Common Shares so as to elect one (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors 1) person designated by a majority of the Company and as directors holders of each Subsidiarythe Common Stock (which person shall initially be Xxxx Xxxxxx). Each individual nominated by GEI and/or the GEI Transferees for election as Any vote taken to remove a director of the Company elected pursuant to this Section 1.1(c) is hereinafter called 2.2(d), or to fill any vacancy created by the resignation of a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director elected pursuant to this Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”2.2(d), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request also be subject to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for electionSection 2.2(d). In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.3 <PAGE> 6 2.3

Election of Directors. The Junior Holders and the Purchasers agree to vote all voting Company Stock and Convertible Securities over which such Person has voting control, whether now owned or acquired hereafter and shall take all other necessary or desirable actions within his or its control and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and stockholder meetings), so as to cause: (a) The authorized number of directors on the Board of Directors of the Company and each Subsidiary shall consist of five to be established at seven (7) members.; (b) The Executive Stockholders and, following individuals to be elected to the extent nomination rights have been assigned theretoBoard at each meeting to elect, and pursuant to each consent executed for the purpose of electing, the Executive Transferees (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as directors members of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.”Board: (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or four (ii4) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance individuals designated by holders of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor majority of the election voting power of all of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) IfSeries C Preferred Stock, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause voting together as a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transfereesingle class; provided, that (iA) one (1) such Transfer director shall be designated by Safeguard Delaware, Inc. (“Safeguard”), which director shall initially be Xxxx Xxxxxxxx; (B) one (1) such director shall be designated by Canaan VII L.P. (“Canaan”), which position shall initially be left vacant; (C) one (1) such director shall be designated by Channel Medical Partners, L.P. (“Channel”), which director shall initially be Xxxxx Xxxxxxx; and (D) one (1) such director shall be an individual who is made in accordance with not an employee or other Affiliate of either the provisions of this Agreement and Company or Safeguard who is designated by Safeguard, which position shall initially be left vacant; (ii) GEI notifies two (2) individuals designated by the Company and the other Stockholders holders of a majority of the identity voting power of all of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event thatSeries B Preferred Stock, following the Release Date, any GEI Transferee to whom voting together as a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transfereesingle class; provided, that (A) one (1) such director shall be designated by Canaan, which director shall initially be Xxxxxxx X. Xxxxx; and (B) one (1) such director shall be designated by Xxxxxxxx New York Partners, LP (“Xxxxxxxx”), who shall initially be Xxxxx Xxxxxxxx; and (iii) one (1) individual who is the person then serving as the Chief Executive Officer of the Company, and who shall initially be Xxxxx Xxxxx. (c) In the event of any vacancy on the Board, to fill such vacancy with a representative designated in the same manner as the person who held the directorship so vacated as set forth above. (i) such Transfer is made in accordance Safeguard requests that either director designated by Safeguard be removed (with or without cause) by written notice to the provisions of this Agreement Company, the Purchasers and the Junior Holders, (ii) Canaan requests that either director designated by Canaan be removed (with or without cause) by written notice to the transferring party notifies Company, the Purchasers and the Junior Holders, (iii) Channel requests that the director designated by Channel be removed (with or without cause) by joint written notice to the Company, the Purchasers and the Junior Holders, or (iv) Xxxxxxxx requests that the director designated by Xxxxxxxx be removed (with or without cause) by written notice to the Company, the Purchasers and the Junior Holders, then, in each such case, such director shall be removed and each Purchaser and Junior Holder hereby agrees to vote all shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock Series C-1 Preferred Stock and any other voting securities of the Company and the other Stockholders over which such Purchaser or Junior Holder has voting control to effect such removal or to consent in writing to effect such removal upon such request. Each person who is or becomes a member of the identity Board because he or she is serving as the Chief Executive Officer of the subsequent transferee to whom Company shall serve as a director only for as long as such person remains the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Chief Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) Officer of the Company and each Subsidiary shall include a number only be replaced by any new or interim Chief Executive Officer of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of DirectorsCompany.

Election of Directors. (ai) The Board From and after the date hereof, the Investors and the Company shall take all reasonable action within their respective power, including convening and attending one or more regular or special meetings and the voting of Directors (or acting by written consent with respect to) all shares of capital stock of the Company and each Subsidiary shall Owned by them (including the Shares), required to cause the Board to consist of five six (6) members, which shall include: (A) three (3) representatives designated by the Tiptree Investors (the “Tiptree Directors”), each of whom shall have, pursuant to the Certificate of Incorporation, two (2) votes; (B) two (2) representatives designated by the Warburg Investors (the “Warburg Directors”), each of which shall have one (1) vote; (C) subject to Section 1(c), one (1) representative designated by mutual agreement between the Tiptree Investors and Warburg Investors, with each party acting in good faith (the “Independent Director”), who shall have one (1) vote; and (D) the then-current Chief Executive Officer of the Company (the “CEO Director”), who shall have one (1) vote. The parties hereto acknowledge that, as of the date hereof, the Board will consist of Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxxxx Xxxxx, each of whom will have two (2) votes (as the Tiptree Directors), Xxxx Xxxxx and Xxxx Xxxxxxxxx, who will each have one (1) vote (as the Warburg Directors), [__] as the Independent Director, who will have one (1) vote, and Xxxx Xxxxxxxxx (as the CEO Director), who will have one (1) vote. (bii) The Executive Stockholders andNeither any Investor, nor any officer, director, stockholder, partner, employee or agent of any such Investor makes any representation or warranty as to the fitness or competence of the nominee of such Investor hereunder to serve on the Board by virtue of such Investor’s execution of this Agreement or by the act of such Investor in voting for such nominee pursuant to this Agreement. (iii) Each Investor shall, at any time it is then entitled to vote for the election of directors to the Board, vote all of its Shares of the Company that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Investors) in order to ensure that the composition of the Board is as set forth in Section 1(a) and Section 1(b). Each Other Investor hereby grants to Tiptree or a Person designated by Tiptree, solely for purposes of this Section 1(a) and Section 1(b), an irrevocable proxy coupled with an interest to cause any and all Shares held by such Investor to be present for purposes of determining a quorum at any meeting and to vote, or to take any action by written consent such Other Investor’s Shares in accordance with such Other Investor’s agreements contained in Section 1(a). Each of the Tiptree Investors and the Warburg Investors hereby grant to one another an irrevocable proxy to take any action to give effect to the Director designation rights specified under Section 1(a). Each Other Investor hereby revokes any and all previous proxies or powers of attorney with respect to such Other Investor’s Shares and shall not hereafter, until this Agreement terminates pursuant to its terms, grant, or purport to grant, to any Person (other than Tiptree, Warburg Investor, the Company or a designee of Tiptree or the Company) any other proxy or power of attorney with respect to such Shares, deposit any of such Shares into a voting trust or enter into any agreement (other than this Agreement or any amendment hereof), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or power of attorney or give instructions with respect to the voting of any of such Shares, in each case, with respect to any of the matters set forth in this Agreement. (iv) From the date on which the Company or its successor completes an initial registered offering of Common Stock of the Company or its successor to the public or otherwise has a class of equity securities trading on a national securities exchange or registered with the SEC (including as a result of a transaction with a “special purpose acquisition company”) (the “Initial Public Offering”), and for as long as the Tiptree Investors or Warburg Investors, as applicable Owns at least five percent (5%) of the issued and outstanding Common Stock (on an As Converted Basis), the Company will nominate and use its reasonable best efforts (including soliciting proxies for the Tiptree Investor or Warburg Investor designees, as applicable, to the same extent nomination rights as it does for any of its other nominees to the Board) to have been assigned theretosuch number of individuals designated by the Tiptree Investors or the Warburg Investors, as applicable, elected to the Executive Transferees Board so that the number of individuals designated by each such Investor for election to the Board as compared to the size of the Board is proportionate to the number of Shares of issued and outstanding Common Stock (on an As Converted Basis) then Owned by such Investors and their respective Affiliates as defined in Section 3.3compared to the number of Shares of issued and outstanding Common Stock (on an As Converted Basis) at such time; provided, however, that as long as the Tiptree Investors or the Warburg Investors, as applicable, Own at least five percent (5%) of the issued and outstanding Common Stock (on an As Converted Basis), collectivelyTiptree Investors or the Warburg Investors, as applicable shall have the right to designate three individuals as nominees at least one (1) individual for election to the Board. Following the Initial Public Offering, for as long as the Tiptree Investors or the Warburg Investors, as applicable, are entitled to appoint one or more persons to the Board, the Board, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3 under the Exchange Act), shall, if requested by the Tiptree Investors or Warburg Investors, as applicable, and to the extent then permitted under applicable law, adopt resolutions and otherwise use reasonable efforts to cause any acquisition from the Company and as directors of each direct securities or indirect subsidiary disposition of securities to the Company (each, a “Subsidiary”). Each individual nominated including in connection with any exercise of warrants or other derivative securities held by the Executive Stockholders and/or Executive Transferees for election as a director of Tiptree Investors, the Company pursuant Warburg Investors or their respective Affiliates) to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called be exempt under Rule 16b-3 under the “Executive DirectorsExchange Act.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (dv) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) fact that the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar bodyInvestor(s) of the Company and each Subsidiary shall include entitled to designate a number representative of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate pursuant to the number of Executive Directors then serving on the Board of DirectorsSection 1(a) fails to do so shall not in any way permit any Person other than such Investor(s) to fill such vacancy.

Election of Directors. (a) The Board At each election of Directors directors in which the holders of Series A Preferred Stock, voting together as a separate class on an as-converted basis, are entitled to elect two (2) directors of the Company (the "Series A Preferred Designees") pursuant to Article IV(G)(2)(f)(i) of the Company's Third Amended and each Subsidiary Restated Certificate of Incorporation (the "Restated Certificate"), such holders of Series A Preferred Stock shall consist vote their respective Investor Shares so as to elect one person designated by Sequel Limited Partnership (which person shall initially be Tom Xxxhing) and one person designated by Anschutz Family Investment Company (which person shall initially be Scotx Xxxxxxxxx). Xny vote taken to remove any director elected pursuant to this Section 2.2(a), or to fill any vacancy created by the resignation of five membersa director elected pursuant to this Section 2.2(a), shall also be subject to the provisions of this Section 2.2(a). (b) The Executive Stockholders andAt each election of directors in which the holders of Series B Preferred Stock, voting together as a separate class on an as-converted basis, are entitled to the extent nomination rights have been assigned thereto, the Executive Transferees elect two (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as 2) directors of the Company and as directors of each direct or indirect subsidiary (the "Series B Preferred Designees") pursuant to Article IV(G)(2)(f)(ii) of the Company Restated Certificate, such holders of Series B Preferred Stock shall vote their respective Investor Shares so as to elect two (each2) people designated by DLJ Capital Corp., a “Subsidiary”DLJ ESC II, L.P., Sprout Capital VIII, L.P. and Sprout Venture Capital, L.P. (collectively, "The Sprout Group") (one of which persons shall initially be Robexx Xxxxx xx another employee of the Sprout Group and the other such person shall be an individual from within the Company's industry who has appropriate experience in that industry or as an investor). Each individual nominated The Sprout Group agrees to obtain the prior approval (which shall not be unreasonably withheld) of the Company's Board of Directors (the "Board") regarding its designation of the outside Series B Preferred Designee (i.e., the designee other than Robexx Xxxxx xx another employee of The Sprout Group). Any vote taken to remove any director elected pursuant to this Section 2.2(b), or to fill any vacancy created by the Executive Stockholders and/or Executive Transferees for resignation of a director elected pursuant to this Section 2.2(b), shall also be subject to the provisions of this Section 2.2. (c) [RESERVED] (d) At each election of directors in which the holders of the Common Stock, voting separately as a class, are entitled to elect one (1) director of the Company pursuant to this Section 1.1(bArticle IV(E)(2)(e)(iv) is hereinafter called an “Executive Director” and, collectively, such individuals are called of the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned theretoCompany's Restated Certificate, the GEI Transferees Key Stockholders shall vote their respective Common Shares so as to elect one (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors 1) person designated by a majority of the Company and as directors holders of each Subsidiarythe Common Stock (which person shall initially be Pete Xxxxxx). Each individual nominated by GEI and/or the GEI Transferees for election as Xny vote taken to remove a director of the Company elected pursuant to this Section 1.1(c) is hereinafter called 2.2(d), or to fill any vacancy created by the resignation of a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director elected pursuant to this Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”2.2(d), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request also be subject to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election2.2(d). (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. (a) The Company shall take all necessary actions (including, if necessary, amend its by-laws) following the Closing to adjust the size of the Board to nine members, to elected as follows: (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 nominated by the Purchaser, and the identity of the other shall be nominated by the MediVision/Principal MV Shareholders Group (which two directors are currently Mr. Xxxxxxx Xxxxx and Xx. Xxxxxxxx X. Phillips); (ii) three directors to be nominated by the Purchaser (the “Purchaser Directors”). One of the Purchaser Directors shall be appointed as the Chairman of the Company’s Audit Committee. The Company shall ensure the appointment of the Purchaser Directors at the Closing, and shall use its commercially reasonable efforts to cause (i) the Purchaser Directors to be nominated and elected to the Board in each election of directors and (ii) if any Purchaser Director who has been so elected to the Board shall cease for any reason to be a member of the Board during such person’s term as a director, the Company shall use its best efforts, subject to applicable laws and regulations, to cause such vacancy to be filled by a replacement designated by the Purchaser; (iii) three directors to be nominated by MediVision or the Principal MV Shareholders (the “MediVision Directors”); and (iv) one director to be nominated by the Purchaser and MediVision or the Principal MV Shareholders who shall be a reputable individual from the Company’s industry, and who shall act as the Chairman of the Board; provided, that at the first annual meeting of the Company’s shareholders following the execution of this Agreement, (1) the Purchaser shall nominate Xx. Xxxxx Xxxxxxx, pursuant to Section 8.3(a)(ii), to serve as a director until the next annual meeting, subject to his continuance service as the Company’s chief financial officer during such period and (ii) MediVision or the Principal MV Shareholders shall nominate Xx. Xxxx Xxxxx, pursuant to Section 8.2(a)(iii), to serve as a director until the next annual meeting, subject to his continuance service as the Company’s chief executive officer during such period. In addition, Xxxx Xxxxx, in the sole discretion of the Board of Directors of the Company and each Subsidiary shall consist of five members. (b) The Executive Stockholders and, to the extent nomination rights have been assigned thereto, the Executive Transferees (as defined in Section 3.3), collectivelyCompany, shall have the right to designate three individuals as nominees for election as directors attend all meetings of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicablean observer (the “Representative”) and, in this respect, the Company shall give the Representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and provided further, that the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign Company reserves the right to nominate one withhold any information and to exclude such representative from any meeting or more GEI Directors pursuant to Section 1.1(c) portion thereof if access to such GEI Transferee; provided, that (i) information or attendance at such Transfer is made in accordance with meeting could adversely affect the provisions of this Agreement and (ii) GEI notifies attorney-client privilege between the Company and the other Stockholders its counsel or result in disclosure of the identity trade secrets or a conflict of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for electioninterest. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. At each annual meeting of the stockholders of the Company, or at each special meeting of the stockholders of the Company involving the election of directors of the Company, and at any other time at which stockholders of the Company will have the right to or will vote for or render consent in writing regarding the election of directors of the Company, then and in each event, the Stockholders hereby covenant and agree to vote all shares of voting capital stock of the Company presently owned or hereafter acquired by them (whether owned of record or over which any person exercises voting control) in favor of the following actions: (a) The to fix and maintain the number of directors initially at ten which number may not be further changed except by an amendment to this Agreement approved by the consent of the holders of fifty-one percent (51%) or more of the Series A Preferred Stock and; (b) to cause and maintain the election to the Board of Directors of the Company and each Subsidiary shall consist of five members. (b) The Executive Stockholders and, to the extent nomination rights have been assigned thereto, the Executive Transferees (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as directors of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one-third of the number of shares of Series A Preferred Stock set forth on Schedule A are outstanding, three representatives designated by the Investors, one GEI of whom shall be a representative of TBG Information Investors LLC (the "TBG Director"), who shall initially be Oakleigh Xxxxxx, one of whom shall be a representative of Core Learning Group LLC (the "Core Learning Director"), who shall initially be Xxxxxxx Xxxxxxxxx, and the other of whom shall be a representative of the Investors as a class (the "Investor Director" and, with the TBG Director and/or and the Core Learning Director, the "Investor Directors"), who shall initially be Xxxxxx Xxxxxxx; (ii) any GEI Transferee three nominees designated by Xxxx & Xxxxxx Company; (iii) two nominees designated by Infonautics, Inc., who is entitled to nominate at least one GEI Directorshall initially be Xxxxx Xxxxxxxxx and Xxxxx Xxx Xxxxx Xxxxxx; and (iv) two nominees represented by the Company's management, who shall initially be Xxxx X. Xxxxx, Xx. Each GEI and Xxxxx Xxxxxx. The Investor Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable nominated by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner holders of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor majority of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common outstanding Series A Preferred Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted owned by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removalInvestors. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. (a) The Board of Directors of the Company and each Subsidiary shall consist of five members. (b) The Executive Stockholders and, to the extent nomination rights have been assigned thereto, the Executive Transferees (as defined in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election as directors of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEIFrom and after the Effective Date through the November 2015 Meeting, so long as GEI has retained the right each Shareholder shall vote or cause to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their voted all shares of Common Stock in favor and any other voting securities of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) IfCompany over which such Shareholder has voting control, at any timeregular or special meeting of shareholders called for the purpose of filling positions on the Board and shall take all actions necessary, any Stockholder entitled to nominate at least one director pursuant ensure the election to Section 1.1(bthe Board of the individuals listed below and no others: a) or Section 1.1(ctwo (2) shall notify individuals to be designated by the Company and DG Shareholders (each a “DG Nominee”); b) the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors Chief Executive Officer of the Company (the “Board of DirectorsManagement Nominee”); c) two (2) individuals to be designated by the Bain Shareholders (each a “Bain Nominee”); d) two (2) individuals to be designated by the TPG Shareholders (each a “TPG Nominee”); e) one (1) individual to be designated by the 3i Shareholders, with which Nominee shall be designated by 3i Healthcare (the “3i Nominee”); and f) five (5) individuals (each a “Disinterested Nominee”) who (A) are not Affiliates or without cause, Associates of any director such stockholder so nominatedShareholder, (iB) are not employed by the Company shall seek action by written consent within two business days following such request to remove such director from the Board or any Subsidiary, Affiliate or Associate of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or and (iiC) if action by written consent of stockholders is not then permitted by the certificate of incorporation qualify as “independent directors” under applicable law and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions rules and regulations of Section 3.3 of this Agreementthe Commission and the NYSE (or any other applicable self-regulatory organization (an “SRO”)), GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance any actions with respect to the provisions nomination, removal or replacement of each Disinterested Nominee pursuant to this Agreement shall be made by the Governance, Quality and Nominating Committee (iior any similar committee) GEI notifies the Company and the other Stockholders of the identity of Board. The DG Nominees, Management Nominee, Bain Nominees, TPG Nominees, 3i Nominee and Disinterested Nominees are collectively referred to as the GEI Transferee to whom “Nominees” and individually as a “Nominee.” Upon the right to nominate one or more GEI Directors has been assigned execution and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 delivery of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that Board initially shall consist of the following Nominees: (i) Xxxxxx X. Xxxxxxxx, CBE, as a DG Nominee; (ii) Xxxxxxxx X. Xxxxxxxx, Ph.D., as a DG Nominee; (iii) Xxxxxx X. Xxxx, as the Management Nominee; (iv) Xxxx Xxxxxxxxxxx, as a Bain Nominee; (v) Xxxxxxxxxxx Xxxxxx, as a Bain Nominee; (vi) Xxxx Xxxxx, as a TPG Nominee; (vii) Xxxxxxxx Xxxxxx, as a TPG Nominee; (viii) Xxxxxxx Xxxxxx, as the 3i Nominee; (ix) Xxxx Xxxxxxxxx, as a Disinterested Nominee; (x) Xxxxxxx Xxxxxxxxx, as a Disinterested Nominee; (xi) Xxxx Xxxxxxxx, as a Disinterested Nominee; and (xi) as soon as practicable at or following the execution of this Agreement, two individuals recommended by the Governance, Quality and Nominating Committee who qualify as Independent Directors, as Disinterested Nominees. Each Shareholder and the Company agree to use their reasonable best efforts to cause the Board to vote in favor of the nominees recommended by the Governance, Quality and Nominating Committee, as described in (xi) of the preceding sentence, to fill the vacancies on the Board resulting from an increase in the size of the Board approved in connection with entering this Agreement. Nothing contained in this Agreement shall be construed to require that a Nominee be a director, officer, employee, representative, partner, member, Affiliate or Associate of the Person who nominates such Transfer is made Nominee to the Board. (ii) Following the November 2015 Meeting, the Board shall consist of the following Nominees: (i) Xxxxxx X. Xxxxxxxx, CBE, as the DG Nominee; (ii) Xxxxxx X. Xxxx as the Management Nominee; (iii) either Xxxx Xxxxxxxxxxx or Xxxxxxxxxxx Xxxxxx, as the Bain Nominee, which the Bain Shareholders shall identify prior to the regular meeting of the Board in May 2015; (iv) Xxxx Xxxxx or Xxxxxxxx Xxxxxx, as the TPG Nominee, which TPG shall identify prior to the regular meeting of the Board in May 2015; (v) Xxxx Xxxxxxxxx as a Disinterested Nominee; (vi) Xxxxxxx Xxxxxxxxx as a Disinterested Nominee; (vii) Xxxx Xxxxxxxx as a Disinterested Nominee; and (viii) two Disinterested Nominees, to be elected to the Board as described above in Section 2.1(a)(i). The DG Shareholders, the Bain Shareholders, the TPG Shareholders and the 3i Shareholders each shall cause their Nominee not listed in this Section 2.1(a)(ii) to resign effective upon completion of the November 2015 Meeting. (iii) At the November 2015 Meeting, each Shareholder and the Company shall use their reasonable best efforts to cause the Board to reduce its size to nine (9), effective upon completion of the November 15 Meeting, and, thereafter, each Shareholder shall vote or cause to be voted all shares of Common Stock and any other voting securities of the Company over which such Shareholder has voting control, at any regular or special meeting of shareholders called for the purpose of filling positions on the Board and shall take all actions necessary, to ensure the election to the Board of the individuals listed below and no others: a) one (1) individual to be designated by the DG Shareholders; b) the Chief Executive Officer of the Company; c) one (1) individual to be designated by the Bain Shareholders; d) one (1) individual to be designated by the TPG Shareholders; and e) five (5) individuals who (A) are not Affiliates or Associates of any Shareholder, (B) are not employed by the Company or any Subsidiary, Affiliate or Associate of the Company and (C) qualify as “independent directors” under applicable law and in accordance with the provisions rules and regulations of this Agreement and (ii) the transferring party notifies the Company Commission and the NYSE (or any other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event thatapplicable SRO), following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance any actions with respect to the provisions nomination, removal or replacement of each Disinterested Nominee pursuant to this Agreement shall be made by the Governance, Quality and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors Nominating Committee (or any similar bodycommittee) of the Company and each Subsidiary Board. Nothing contained in this Agreement shall include be construed to require that a number Nominee be a director, officer, employee, representative, partner, member, Affiliate or Associate of GEI Directors proportionate the Person who nominates such Nominee to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of DirectorsBoard.

Election of Directors. (a) The Board of Directors of From and after the Company and each Subsidiary shall consist of five members. (b) The Executive Stockholders and, to the extent nomination rights have been assigned thereto, the Executive Transferees Closing (as defined in Section 3.3)the Securities Purchase Agreement) and until the provisions of this paragraph 1 cease to be effective, collectively, each holder of Securityholder Securities shall have the right to designate three individuals as nominees for election as directors vote all of his or its Securityholder Securities which are voting shares and any other voting securities of the Company over which such holder has voting control and as directors of each direct shall take all other reasonably necessary or indirect subsidiary of the Company desirable actions within his or its control (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election whether in his or its capacity as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employeeSecurityholder, director, member of a board committee or partner officer of GEI the Company or any otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its Affiliates control (other than a limited partner including, without limitation, calling special board and stockholder meetings), so that: (i) the authorized number of GEI) directors on the Board shall be deemed acceptable established at six (6) directors; (ii) the following individuals shall be elected to the Executive Stockholders and the Executive Transferees, as applicable.Board: (eA) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor two (2) representatives designated by Hancxxx (the "Hancxxx Xxxectors"); (B) two (2) representatives designated by CIBC (the "CIBC Directors"); (C) two (2) representatives jointly designated by Hancxxx xxx CIBC (the "Executive Directors"); provided that such Executive Directors shall be executive officers or employees of the election of the Company; provided further, that until their earlier resignation or removal, Stepxxx X. Xxxxxx xxx Georxx Xxxxxxxx shall serve as Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors.; (fiii) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing composition of such Stockholder’s desire to have removed from the board of directors of each of the Company Company's Subsidiaries (a "Sub Board") shall be determined by the “Board; provided that Georxx Xxxxxxxx xxxll serve as a director of ASIG; (iv) any committees of the Board or a Sub Board shall be created only upon the approval of Directors”), a majority of the members of the Board and the composition of each such committee (if any) shall be determined by the Board; (v) the removal from the Board (with or without cause, ) of any representative designated pursuant to subparagraph (a)(ii) above shall be at the written request of the party entitled to designate such representative and under no other circumstance; provided that if any director such stockholder so nominated, elected pursuant to subparagraph (iii)(C) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders above ceases to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) employee of the Company and each Subsidiary shall include its Subsidiaries (or, in the case of Georxx Xxxxxxxx, Xxairman) he may be removed as a number director at any time thereafter at the option of GEI Directors proportionate to the number of GEI Directors then serving Investors (determined on the Board basis of Directors and a number vote of Executive Directors proportionate the holders of a majority of the Voting Power possessed by the Investors); and (vi) in the event that any representative designated pursuant to the number subparagraph (a)(ii) above ceases to serve as a member of Executive Directors then serving on the Board during his term of Directorsoffice, the resulting vacancy shall be filled by a representative designated by the party entitled to designate such representative.

Election of Directors. (ai) The Board From and after the date hereof, the Investors and the Company shall take all reasonable action within their respective power, including convening and attending one or more regular or special meetings and the voting of Directors (or acting by written consent with respect to) all shares of capital stock of the Company and each Subsidiary shall Owned by them (including the Shares), required to cause the Board to consist of five eight (8) members, which shall include: (A) three (3) representatives designated by the Tiptree Investors (the “Tiptree Directors”), each of whom shall have, pursuant to the Certificate of Incorporation, three (3) votes; (B) two (2) representatives designated by the Warburg Investors (the “Warburg Directors”), one of which shall have one (1) vote and the other of which shall have two (2) votes; (C) subject to Section 1(c), two (2) representatives designated by mutual agreement between the Tiptree Investors and Warburg Investors, with each party acting in good faith (the “Independent Directors”), who shall have one (1) vote; and (D) the then-current Chief Executive Officer of the Company (the “CEO Director”), who shall have one (1) vote. The parties hereto acknowledge that, as of the date hereof, the Board will consist of Xxxxx Xxxxxxxx, Xxxxxxx Xxxxxx and Xxxxxxxx Xxxxx, each of whom will have three (3) votes (as the Tiptree Directors), Xxxx Xxxxx will have two (2) votes and Xxxx Xxxxxxxxx will have one (1) vote (as the Warburg Directors), Xxxx Xxxxxxxxxxx and Xxxx Xxxxxxx as the Independent Directors, who will each have one (1) vote, and Xxxx Xxxxxxxxx (as the CEO Director), who will have one (1) vote. (bii) The Executive Stockholders andNeither any Investor, nor any officer, director, stockholder, partner, employee or agent of any such Investor makes any representation or warranty as to the fitness or competence of the nominee of such Investor hereunder to serve on the Board by virtue of such Investor’s execution of this Agreement or by the act of such Investor in voting for such nominee pursuant to this Agreement. (iii) Each Investor shall, at any time it is then entitled to vote for the election of directors to the Board, vote all of its Shares of the Company that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of Investors) in order to ensure that the composition of the Board is as set forth in this Section 1(a) and Section 1(b). Each Other Investor hereby grants to Tiptree or a Person designated by Tiptree, solely for purposes of this Section 1(a) and Section 1(b), an irrevocable proxy coupled with an interest to cause any and all Shares held by such Investor to be present for purposes of determining a quorum at any meeting and to vote, or to take any action by written consent such Other Investor’s Shares in accordance with such Other Investor’s agreements contained in this Section 1(a). Each of the Tiptree Investors and the Warburg Investors hereby grant to one another an irrevocable proxy to take any action to give effect to the Director designation rights specified in this Section 1(a). Each Other Investor hereby revokes any and all previous proxies or powers of attorney with respect to such Other Investor’s Shares and shall not hereafter, until this Agreement terminates pursuant to its terms, grant, or purport to grant, to any Person (other than Tiptree, the Warburg Investors, the Company or a designee of Tiptree or the Company) any other proxy or power of attorney with respect to such Shares, deposit any of such Shares into a voting trust or enter into any agreement (other than this Agreement or any amendment hereof), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or power of attorney or give instructions with respect to the voting of any of such Shares, in each case, with respect to any of the matters set forth in this Agreement. (iv) From the date on which the Company or its successor completes an initial registered offering of Common Stock of the Company or its successor to the public or otherwise has a class of equity securities trading on a national securities exchange or registered with the SEC (including as a result of a transaction with a “special purpose acquisition company”) (the “Initial Public Offering”), and for as long as the Tiptree Investors or Warburg Investors, as applicable Owns at least five percent (5%) of the issued and outstanding Common Stock (on an As Converted Basis), the Company will nominate and use its reasonable best efforts (including soliciting proxies for the Tiptree Investor or Warburg Investor designees, as applicable, to the same extent nomination rights as it does for any of its other nominees to the Board) to have been assigned theretosuch number of individuals designated by the Tiptree Investors or the Warburg Investors, as applicable, elected to the Board so that the number of individuals designated by each such Investor for election to the Board as compared to the size of the Board is proportionate to the number of Shares of issued and outstanding Common Stock (on an As Converted Basis) then Owned by such Investors and their respective Affiliates as compared to the number of Shares of issued and outstanding Common Stock (on an As Converted Basis) at such time; provided, however, that as long as the Tiptree Investors or the Warburg Investors, as applicable, Own at least five percent (5%) of the issued and outstanding Common Stock (on an As Converted Basis), the Executive Transferees (Tiptree Investors or the Warburg Investors, as defined in Section 3.3), collectivelyapplicable, shall have the right to designate three individuals as nominees at least one (1) individual for election to the Board. Following the Initial Public Offering, for as long as the Tiptree Investors or the Warburg Investors, as applicable, are entitled to appoint one or more persons to the Board, the Board, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3 under the Exchange Act), shall, if requested by the Tiptree Investors or Warburg Investors, as applicable, and to the extent then permitted under applicable law, adopt resolutions and otherwise use reasonable efforts to cause any acquisition from the Company and as directors of each direct securities or indirect subsidiary disposition of securities to the Company (each, a “Subsidiary”). Each individual nominated including in connection with any exercise of warrants or other derivative securities held by the Executive Stockholders and/or Executive Transferees for election as a director of Tiptree Investors, the Company pursuant Warburg Investors or their respective Affiliates) to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called be exempt under Rule 16b-3 under the “Executive DirectorsExchange Act.” (c) GEI and, to the extent nomination rights have been assigned thereto, the GEI Transferees (as defined in Section 3.3), collectively, shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (dv) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) fact that the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar bodyInvestor(s) of the Company and each Subsidiary shall include entitled to designate a number representative of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate pursuant to the number of Executive Directors then serving on the Board of Directorsthis Section 1(a) fails to do so shall not in any way permit any Person other than such Investor(s) to fill such vacancy.

Election of Directors. (a) The From and after the Effective Date, each Shareholder shall vote or cause to be voted all shares of Common Stock and any other voting securities of the Company over which such Shareholder has voting control, at any regular or special meeting of shareholders called for the purpose of filling positions on the Board, or execute a written consent in lieu of such a meeting of shareholders for the purpose of filling positions on the Board, and shall take all actions necessary, to ensure the election to the Board of Directors the following individuals and no others: (i) two (2) individuals to be designated by the DG Shareholders (each a “DG Nominee”); (ii) one member of management of the Company (the “Management Nominee”); (iii) two (2) individuals to be designated by the Bain Shareholders (each an “Bain Nominee”); (iv) two (2) individuals to be designated by the TPG Shareholders (each a “TPG Nominee”); (v) one (1) individual to be designated by the Temasek Shareholders (the “Temasek Nominee”); (vi) one (1) individual to be designated by the 3i Shareholders, which Nominee shall be designated by 3i Healthcare (the “3i Nominee”); and (vii) three (3) individuals (each a “Disinterested Nominee”) who (A) are not Affiliates or Associates of any Shareholder, (B) are not employed by the Company or any Subsidiary, Affiliate or Associate of the Company and each Subsidiary shall consist (C) qualify as “independent directors” under applicable law and in accordance with the rules and regulations of five members. the Commission and the NYSE (b) The Executive Stockholders and, to the extent nomination rights have been assigned thereto, the Executive Transferees or any other applicable self-regulatory organization (as defined in Section 3.3an “SRO”)), collectivelyprovided, that the requirements set forth in the immediately preceding clauses (A), (B) and (C) of this Section 3.1(a)(vii) shall not apply to Xxxxxxx Xxxxxxxxx. Each of Bain, TPG and DG (the “Nominating Shareholders”) shall have the right to designate three individuals as nominees one of the Disinterested Nominees for election as directors to the Board each year, subject to the approval of the Company and as directors other two (2) Nominating Shareholders, provided, that following a Qualifying Offering, any actions with respect to the nomination, removal or replacement of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company Disinterested Nominee pursuant to this Section 1.1(bAgreement shall be made by the Nominating and Compensation Committee (or any similar committee) is hereinafter called an “Executive Director” and, collectively, such individuals are called of the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned theretoBoard. Additionally, the GEI Transferees (as defined in Section 3.3), collectively, 3i Shareholders shall have the right to designate two individuals as nominees for election as directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(cappoint one (1) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable observer to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company Board (the “Board of Directors3i Observer”). The DG Nominees, with or without causeManagement Nominee, any director such stockholder so nominatedBain Nominees, (i) TPG Nominees, Temasek Nominee, 3i Nominee and Disinterested Nominees are collectively referred to as the Company shall seek action by written consent within two business days following such request to remove such director from “Nominees” and individually as a “Nominee.” Upon the Board of Directors, execution and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 delivery of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that Board initially shall consist of the following Nominees: (i) such Transfer is made in accordance with the provisions of this Agreement and Xxxxxx X. Xxxxxxxx, CBE, as a DG Nominee; (ii) Xxxxxx X. Xxxxxx, as a DG Nominee, (iii) Xxxx X. Xxxxxxx as the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(bManagement Nominee; (iv) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom Xxxx Xxxxxxxxxxx as a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.Bain Nominee;

Election of Directors. (a) The At each annual meeting of the shareholders of the Company, and at each special meeting of the shareholders of the Company called for the purpose of electing directors of the Company, and at any time at which shareholders of the Company shall have the right to, or shall, vote for directors of the Company, then, and in each event, the Shareholders (and all transferees of their shares) shall vote all Shares owned by them for the election of a Board of Directors consisting initially of not more than nine directors, subject to enlargement in accordance with the Company provisions of subparagraph (a)(ii) and each Subsidiary shall consist of five members. subparagraph (b) The Executive Stockholders andof this Section 6, designated as follows: (i) Each Principal Shareholder shall be entitled to designate one (1) Director, who shall initially be such Principal Shareholder; provided, however, that if any Principal Shareholder ceases to own at least fifty percent (50%) of the extent nomination rights have been assigned theretoShares owned by him or her as of the date of this Agreement, the Executive Transferees Director to be designated by such Principal Shareholder shall thereafter be designated by a majority in interest of all Principal Shareholders; (as defined ii) A majority in Section 3.3), collectively, interest of the Investors shall have the right to designate three individuals as nominees for election as directors four (4) Directors, two of whom shall initially be Xxxxxx X. Xxxxxxx and Xxxxx Xxxxxxx; provided that, in the Company and as directors of each direct or indirect subsidiary of event a Director is added to the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company Board pursuant to this Section 1.1(b(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive Directors.” (c) GEI and, to the extent nomination rights have been assigned theretohereof, the GEI Transferees (as defined in Section 3.3), collectively, Investors shall have the right to designate two individuals as nominees for election as directors an additional Director bringing the total number of Directors to eleven (11); and (iii) A majority of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company Directors named pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to clause (i) GEI, so long as GEI has retained above and a majority of the right Directors named pursuant to nominate at least one GEI Director and/or clause (ii) any GEI Transferee above shall designate one (1) Director who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or independent director unaffiliated with any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicableShareholders. (eb) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any At such time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”)if ever, with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from as the Board of Directors appoints a Chief Executive Officer who is not designated as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee Director in accordance with the provisions foregoing provisions, then the Board of Section 3.3 of this Agreement, GEI may assign the right Directors shall be expanded to nominate one or more GEI Directors pursuant eleven members and such Chief Executive Officer shall be elected to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number majority in interest of Executive Directors proportionate the Investors shall designate an additional Director pursuant to subparagraph (a)(ii) hereof. (c) Each Investor and Principal Shareholder (and all transferees of their Shares) agrees to vote his, her or its Shares, in such manner as shall be necessary or appropriate for the removal of any designee described above upon the request of the person entitled to designate such designee and for the election of a substitute designee nominated by such person, and to otherwise ensure that any vacancy occurring for any reason in any one of the board positions held by designees of a person as contemplated by Section 6(a) shall be filled only by an individual who (i) is nominated directly or indirectly by such person and (ii) causes the requirements described in Section 6(a) relating to the number composition of Executive Directors then serving on the Company's Board of DirectorsDirectors to be satisfied.

Election of Directors. (a) Pubco and each Stockholder shall take all Necessary Action to cause the Initial Board to be comprised of up to nine (9) Directors, (i) one (1) of whom has been designated by the Sponsor (the “Sponsor Director”), who shall initially be Xxxxxx Xxxxxx, (ii) one (1) of whom has been designated by Bakkt Opco (the “Bakkt Opco Director”), who shall initially be Xxxxx Xxxxxxx, and (iii) up to seven (7) of whom have been jointly designated by the Sponsor and Bakkt Opco and a majority of whom qualify as “independent directors” under NYSE listing rules (the “Unaffiliated Directors”), six (6) of whom shall initially be Xxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxx X. Main, Xxxxx Xxxxxxx, and Xxxxxxx Xxxx. Pubco and each Stockholder shall take all Necessary Action to cause the foregoing Directors to be divided into three (3) classes of Directors, with each class serving for staggered three (3)-year terms as follows: (i) the Class I Directors shall include up to three (3) Unaffiliated Directors, two (2) of whom shall initially be Xxxxxxxx Xxxxxxxx and Xxxxx Xxxxxxx; (ii) the Class II Directors shall include the Sponsor Director, the Bakkt Opco Director, and one (1) Unaffiliated Director, who shall initially be Xxxxxxx Xxxx; and (iii) the Class III Directors shall include three (3) Unaffiliated Directors, who shall initially be Xxxx Xxxxxxx, Xxxxxx X. Main, and Xxxxxxx Xxxx. The Board of Directors initial term of the Company and each Subsidiary Class I Directors shall consist expire at the first (1st) annual meeting of five membersstockholders of Pubco following the Closing Date at which Directors are elected. The initial term of the Class II Directors shall expire at the second (2nd) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected. The initial term of the Class III Directors shall expire at the third (3rd) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected. (b) The Executive Stockholders andPubco shall take all Necessary Action to cause the Board to elect and maintain a Chairman of the Board, to the extent nomination rights have been assigned theretowho shall qualify as an “independent director” under NYSE listing rules, the Executive Transferees (as defined in Section 3.3), collectively, and who shall have such duties and responsibilities as are provided for in the right to designate three individuals as nominees for election as directors Organizational Documents of the Company and as directors of each direct or indirect subsidiary of the Company (each, a “Subsidiary”). Each individual nominated by the Executive Stockholders and/or Executive Transferees for election as a director of the Company pursuant to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called the “Executive DirectorsPubco.” (c) GEI and, Prior to the extent nomination rights have been assigned theretosecond (2nd) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected, in the GEI Transferees (as defined in Section 3.3)event that a vacancy is created at any time by the death, collectivelyretirement, shall have the right to designate two individuals as nominees for election as directors removal or resignation of the Company and as directors of each Subsidiary. Each Sponsor Director or the Bakkt Opco Director, any individual nominated by GEI and/or or at the GEI Transferees for election as a director direction of the Company pursuant Board or any duly-authorized committee thereof to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, fill such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 vacancy shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicablebe, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) Pubco and each Stockholder shall take all Necessary Action to cause such vacancy to be deemed acceptable to the Executive Stockholders and the Executive Transferees, filled as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominatedsoon as possible by, (i) in the Company shall seek action case of a vacancy created by written consent within two business days following the death, retirement, removal or resignation of the Sponsor Director, a designee of the Sponsor if the Sponsor is a Qualified Stockholder at such request to remove such director from the Board of Directorstime, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent in the case of stockholders is not then permitted a vacancy created by the certificate of incorporation and bylaws death, retirement, removal or resignation of the CompanyBakkt Opco Director, the Company shall cause a special meeting designee of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, ICE if ICE is a Qualified Stockholder at such meeting, vote their shares of Common Stock in favor of such removaltime. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.

Election of Directors. Each of the Stockholders agrees to vote his, her or its Shares (aand any other shares of the capital stock of the Company over which he, she or it exercises voting control) The and to take such other actions as are necessary, so as to fix the number of members of the Board of Directors of the Company at nine (9) and each Subsidiary shall consist of five members. (b) The Executive Stockholders and, to the extent nomination of the voting rights have been assigned thereto, of the Executive Transferees (as defined shares of capital stock held by such party) to elect and thereafter continue in Section 3.3), collectively, shall have the right to designate three individuals as nominees for election office as directors of the Company Company: (i) one (1) individual who shall be designated by International Capital Partners, Inc. and as directors Xxxxxxx Capital Group, LLC (the "ICP Director"); (ii) one (1) individual who shall be designated by New Enterprise Associates VII, Limited Partnership ("NEA VII") (the "NEA Director"); (iii) one (1) individual who shall be designated by Austin Ventures V, L.P. (the "Austin Ventures Director"); (iv) one (1) individual who shall be designated by JMI Equity Fund III, L.P. (the "JMI Director"); (v) four (4) individuals who shall be designated by the Stockholders owning a majority of each direct or indirect subsidiary the Shares of Common Stock and Series A Stock voting together (the "Common Directors"); (vi) one (1) individual who shall not be an employee of the Company and who shall be designated by all of the Common Directors and then approved by each of the ICP Director, the NEA Director, the Austin Ventures Director and the JMI Director (each, a “Subsidiary”the "Independent Director"). Each The Stockholders agree that no individual nominated by the Executive Stockholders and/or Executive Transferees for election designated as a Common Director or the Independent Director shall be an ancestor, descendent, spouse, sibling, or spouse or descendent of a sibling of any other director of the Company pursuant Company. As used herein, the ICP Director, the NEA Director, the Austin Ventures Director and the JMI Director are collectively referred to this Section 1.1(b) is hereinafter called an “Executive Director” and, collectively, such individuals are called as the “Executive "VC Directors.”" As of the date hereof, each of the parties agrees that (i) Xxxxxxx X. Xxxx shall be designated as the ICP Director, (ii) Xxxxx X. Xxxxxxx shall be designated as the NEA Director, (ciii) GEI andXxxx X. Xxxxxxxx shall be designated the Austin Ventures Director, to (iv) Xxxx Xxxxxx shall be designated the extent nomination rights have been assigned theretoJMI Director, (v) Xxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxxx and Xxxx X. Xxxxxxx, Xx. shall be designated as the GEI Transferees Common Directors, and (vi) E. Xxxxxxxxx Xxxxxxxxx shall be designated as defined in Section 3.3)the Independent Director. As of the date hereof, collectivelyone Common Director shall be undesignated. Without limiting the generality of the foregoing, shall at each annual meeting of the stockholders of the Company, and at each special meeting of the stockholders called for the purpose of electing directors of the Company, and at any time at which the stockholders of the Company have the right to, or shall, elect directors of the Company, then, and in each event, each Stockholder shall vote or cause to designate two individuals be voted all Shares owned or controlled by him, her or it (or shall consent in writing in lieu of a meeting of stockholders of the Company, as nominees for election as the case may be) to set the number of, and to elect persons as, directors of the Company and as directors of each Subsidiary. Each individual nominated by GEI and/or the GEI Transferees for election as a director of the Company pursuant to this Section 1.1(c) is hereinafter called a “GEI Director” and, collectively, such individuals are called the “GEI Directors.” (d) For the avoidance of doubt, each Executive Director must be reasonably acceptable to (i) GEI, so long as GEI has retained the right to nominate at least one GEI Director and/or (ii) any GEI Transferee who is entitled to nominate at least one GEI Director. Each GEI Director must be reasonably acceptable to (x) the Executive Stockholders so long as they have retained the right to nominate at least one Executive Director and/or (y) any Executive Transferee who is entitled to nominate at least one Executive Director. For the avoidance of doubt, (A) the individuals named in Section 1.2 shall be deemed acceptable by GEI, the GEI Transferees, the Executive Stockholders and the Executive Transferees, as applicable, and (B) any individual who is an employee, director, member or partner of GEI or any of its Affiliates (other than a limited partner of GEI) shall be deemed acceptable to the Executive Stockholders and the Executive Transferees, as applicable. (e) The GEI Parties and GEI Transferees hereby agree to vote their shares of Common Stock in favor of the election of the Executive Directors. The Executive Stockholders and Executive Transferees hereby agree to vote their shares of Common Stock in favor of the election of the GEI Directors. (f) If, at any time, any Stockholder entitled to nominate at least one director pursuant to Section 1.1(b) or Section 1.1(c) shall notify the Company and the other Stockholders in writing of such Stockholder’s desire to have removed from the board of directors of the Company (the “Board of Directors”), with or without cause, any director such stockholder so nominated, (i) the Company shall seek action by written consent within two business days following such request to remove such director from the Board of Directors, and the Stockholders shall execute and deliver to the Company any such consent within two business days of receipt thereof or request therefor or (ii) if action by written consent of stockholders is not then permitted by the certificate of incorporation and bylaws of the Company, the Company shall cause a special meeting of stockholders to be held proposing the removal of such director from the Board of Directors as promptly as practicable, and the Stockholders shall, at such meeting, vote their shares of Common Stock in favor of such removal. (g) In the event that, following the Release Date (as defined in Section 2.1(b)), any GEI Party Transfers (as defined in Section 2.1) Common Stock to a GEI Transferee in accordance with the provisions of this Section 3.3 of this Agreement, GEI may assign the right to nominate one or more GEI Directors pursuant to Section 1.1(c) to such GEI Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) GEI notifies the Company and the other Stockholders of the identity of the GEI Transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such GEI Transferee shall have the right to nominate for election. In the event that, following the Release Date, any GEI Transferee to whom a right to nominate one or more GEI Directors has been assigned (a transferring party) Transfers Common Stock to another GEI Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more GEI Directors pursuant to Section 1.1(c) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more GEI Directors has been assigned and the number of GEI Directors such subsequent transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Stockholder Transfers Common Stock to an Executive Transferee in accordance with the provisions of Section 3.3 of this Agreement, the Executive Stockholders may assign the right to nominate one or more Executive Directors pursuant to Section 1.1(b) to such Executive Transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the Executive Stockholders notify the Company and the other Stockholders of the identity of the Executive Transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such Executive Transferee shall have the right to nominate for election. In the event that, following the Release Date, any Executive Transferee to whom a right to nominate one or more Executive Directors has been assigned (a transferring party) Transfers Common Stock to another Executive Transferee (a subsequent transferee) in accordance with the provisions of Section 3.3 of this Agreement, the transferring party may assign any right it may have to nominate one or more Executive Directors pursuant to Section 1.1(b) to such subsequent transferee; provided, that (i) such Transfer is made in accordance with the provisions of this Agreement and (ii) the transferring party notifies the Company and the other Stockholders of the identity of the subsequent transferee to whom the right to nominate one or more Executive Directors has been assigned and the number of Executive Directors such subsequent transferee shall have the right to nominate for election2.1. (h) The composition of each committee of the board of directors (or similar body) of the Company and each Subsidiary shall include a number of GEI Directors proportionate to the number of GEI Directors then serving on the Board of Directors and a number of Executive Directors proportionate to the number of Executive Directors then serving on the Board of Directors.