Common use of New Director Replacements Clause in Contracts

New Director Replacements. If the New Director appointed or elected pursuant to Section 1(a) resigns, refuses, is unable to serve or fulfill his duties as a director, or ceases to serve as a director for any reason, in each case during the Cooperation Period and at such time Converium (together with its Affiliates) has aggregate beneficial ownership of the shares of the Company’s common stock, par value $.0001 per share (“Company Common Shares”) equivalent to a “net long position” of at least three percent (3%) of the then outstanding Company Common Shares, the Company and Converium shall cooperate to identify and mutually agree upon a replacement director candidate who is not an Affiliate of the Stockholder Parties (a “Replacement Director”). In the event the Board does not approve a person recommended by Converium as the Replacement Director, Converium shall have the right to continue to recommend substitute persons until the Board appoints such a Replacement Director. The Board shall take all actions necessary to promptly appoint such Replacement Director as a director of the Company and as a member of each committee on which the replaced New Director served until the expiration of the Cooperation Period; provided, that the Replacement Director is eligible to serve on such committee under the applicable rules and regulations of the NYSE American and the SEC and the applicable committee’s charter as in effect on the date hereof. Effective upon the appointment of a Replacement Director to the Board, such Replacement Director will be considered a New Director for all purposes of this Agreement from and after such appointment. It is a condition of such appointment that, prior to the appointment of the Replacement Director pursuant to this Section 1(d), the Board and all applicable committees thereof have determined that such Replacement New Director (A) qualifies as an “independent director” under the applicable rules of the NYSE American and the rules and regulations of the SEC and (B) satisfies the Company’s guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(g) hereof) (the “Conditions”).

New Director Replacements. If the a New Director is not appointed to the Board or elected pursuant does not stand for election at the 2019 Annual Meeting, or is appointed to Section 1(a) resignsthe Board but ceases to be a director before the end of the Standstill Period (as hereinafter defined), refuses, is unable to serve or fulfill his duties whether as a director, result of death or ceases to serve as a director incapacity or for any other reason, in each case during the Cooperation Period and at such time Converium (together with its Affiliates) has aggregate beneficial ownership of Investor beneficially owns, in the shares of the Company’s common stockaggregate, par value $.0001 per share (“Company Common Shares”) equivalent to a “net long position” of at least three seven and one half percent (37.5%) of the then then-outstanding Company Common SharesStock (the “Minimum Ownership Threshold”), the Company and Converium shall cooperate to identify and mutually agree upon Board will appoint a replacement director candidate who is not an Affiliate of the Stockholder Parties (a “Replacement Director”). In the event ) who is mutually acceptable to both the Board does not approve and Investor. The Replacement Director will thereafter be deemed a person recommended by Converium as New Director for purposes of this Agreement and be entitled to the Replacement same rights and subject to the same requirements under this Agreement that had been applicable to the replaced New Director, Converium shall have and the right to continue to recommend substitute persons until Company agrees that the Board appoints such a Replacement Director. The Board shall take all actions necessary to promptly will appoint such Replacement Director as to the Board to serve the unexpired term, if any, of the replaced New Director. Following the appointment of any Replacement Director to replace a director New Director in accordance with this Section 1(e), all references to a New Director herein shall be deemed to include any Replacement Director (it being understood that this sentence shall apply whether or not references to a New Director expressly state that they include any Replacement Director). If at any time Investor’s aggregate beneficial ownership of the Company and as a member Common Stock decreases to less than the Minimum Ownership Threshold, the right of each committee on which Investor pursuant to this Section 1(e) to participate in the replaced New Director served until the expiration of the Cooperation Period; provided, that the Replacement Director is eligible to serve on such committee under the applicable rules and regulations of the NYSE American and the SEC and the applicable committee’s charter as in effect on the date hereof. Effective upon the appointment recommendation of a Replacement Director to fill the Board, such vacancy caused by the resignation of either of New Directors or any Replacement Director will be considered a New Director for all purposes of this Agreement from and after such appointmentshall automatically terminate. It is a condition of such appointment that, prior Prior to the appointment of any Replacement Director to the Board the Replacement Director pursuant will submit to this Section 1(d)the Company the information, the Board documentation and all applicable committees thereof have determined that such Replacement New Director (A) qualifies as an “independent director” under the applicable rules of the NYSE American and the rules and regulations of the SEC and (B) satisfies the Company’s guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements acknowledgements set forth in clause (iii) of Section 1(g1(i) hereof) (the “Conditions”).