Common use of Nominating Rights Clause in Contracts

Nominating Rights. (A) With respect to any general meeting of the shareholders of the Company (the “Shareholders”) or pursuant to any consent to action without meeting of the Shareholders, in each case at which the election of directors is to be voted on (each, an “Election Meeting or Consent”) (a) each Nominating Seller Party shall have the right to designate for nomination to the Board one or two Board Appointees in accordance with Section 3.1(B) below (each such designated person, a “Seller Nominated Person”) and (b) the Company shall take any and all actions necessary (to the extent such actions are permitted by Law) to cause the Board to include each Seller Nominated Person, including the following: (i) with respect to each applicable Election Meeting or Consent, include for election to the Board the Seller Nominated Persons as part of the Company’s slate of nominees for election as directors, (ii) to solicit proxies in order to obtain shareholder approval of the election of the Seller Nominated Persons, including causing officers of the Company who hold proxies (unless otherwise directed by the Company shareholder submitting such proxy) to vote such proxies in favor of the election of such Seller Nominated Persons, (iii) to cause the Seller Nominated Persons to be elected to the Board, including recommending that the Company’s shareholders vote in favor of the Seller Nominated Persons in any proxy statement used by the Company to solicit the vote of its shareholders in connection with each Election Meeting or Consent and (iv) to use or provide the same level of effort and same level of support as is used or provided for the other director nominees of the Company in connection with each Election Meeting or Consent; provided, however, that to exercise its Board Appointment Right with respect to any particular Election Meeting or Consent, a Nominating Seller Party must notify the Chairman of the Board (or if there is not a Chairman of the Board, the Board) in writing of each Seller Nominated Person designated by such Nominating Seller Party no later than twenty (20) days after receiving the Board Appointment Notice with respect to such Election Meeting or Consent.

Nominating Rights. (A) With respect to any general meeting of the shareholders of the Company (the “Shareholders”) or pursuant to any consent to action without meeting of the Shareholders, in each case at which the election of directors is to be voted on (each, an “Election Meeting or Consent”) (a) each Nominating Seller Party shall have the right to designate for nomination to the Board one or two Board Appointees in accordance with Section 3.1(B) below (each such designated person, a “Seller Nominated Person”) and (b) the Company shall take any and all actions necessary (to the extent such actions are permitted by Law) to cause the Board to include each Seller Nominated Person, including the following: (i) with respect to each applicable Election Meeting or Consent, include for election to the Board the Seller Nominated Persons as part of the Company’s slate of nominees for election as directors, (ii) to solicit proxies in order to obtain shareholder approval of the election of the Seller Nominated Persons, including causing officers of the Company who hold proxies (unless otherwise directed by the Company shareholder submitting such proxy) to vote such proxies in favor of the election of such Seller Nominated Persons, (iii) to cause the Seller Nominated Persons to be elected to the Board, including recommending that the Company’s shareholders vote in favor of the Seller Nominated Persons in any proxy statement used by the Company to solicit the vote of its shareholders in connection with each Election Meeting or Consent and (iv) to use or provide the same level of effort and same level of support as is used or provided for the other director nominees of the Company in connection with each Election Meeting or Consent; provided, however, that to exercise its Board Appointment Right with respect to any particular Election Meeting or Consent, a Nominating Seller Party must notify the Chairman of the Board (or if there is not a Chairman of the Board, the Board) in writing of each Seller Nominated Person designated by such Nominating Seller Party no later than twenty (20) days after receiving the Board Appointment Notice with respect to such Election Meeting or Consent.. Nominating and Voting Agreement

Nominating Rights. (A) With respect to any general meeting of the shareholders of the Company (the “Shareholders”) or pursuant to any consent to action without meeting of the Shareholders, in each case at which the election of directors is to be voted on (each, an “Election Meeting or Consent”) (a) each Nominating Seller Party shall have the right to designate for nomination to the Board one or two Board Appointees in accordance with Section 3.1(B) below (each such designated person, a “Seller Nominated Person”) and (b) the Company shall take any and all actions necessary (to the extent such actions are permitted by Law) to cause the Board to include each Seller Nominated Person, including the following: (i) with respect to each applicable Election Meeting or Consent, include for election to the Board the Seller Nominated Persons as part of the Company’s slate of nominees for election as directors, (ii) to solicit proxies in order to obtain shareholder approval of the election of the Seller Nominated Persons, including causing officers of the Company who hold proxies (unless otherwise directed by the Company shareholder submitting such proxy) to vote such proxies in favor of the election of such Seller Nominated Persons, (iii) to cause the Seller Nominated Persons to be elected to the Board, including recommending that the Company’s shareholders vote in favor of the Seller Nominated Persons in any proxy statement used by the Company to solicit the vote of its shareholders in connection with each Election Meeting or Consent and (iv) to use or provide the same level of effort and same level of support as is used or provided for the other director nominees of the Company in connection with each Election Meeting or Consent; provided, however, that to exercise its Board Appointment Right with respect to any particular Election Meeting or Consent, a Nominating Seller Party must notify the Chairman of the Board (or if there is not a Chairman of the Board, the Board) in writing of each Seller Nominated Person designated by such Nominating Seller Party no later than twenty (20) days after receiving the Board Appointment Notice with respect to such Election Meeting or Consent.. 1 The names of the applicable Non-Seller Appointed Directors to be added at signing. Nominating and Voting Agreement

Nominating Rights. From and after the date hereof, (Ai) With respect to any general for as long as KIA V, KEP V and the Individual Stockholders shall beneficially own, in the aggregate, more than 10% of the outstanding shares of Common Stock, in connection with each meeting of shareholders of the Company at which the Company is to elect Class I Directors to its Board or with any action taken by written consent of shareholders of the Company pursuant to which the Company is to elect Class I Directors to its Board, the Company hereby grants, and shall take any corporate and other action as is necessary to grant, KIA V the right to nominate one person for a seat as a Class I Director on the Board to be voted upon by the shareholders of the Company (the “Shareholders”"Class I Nominee"), and (ii) for as long as KIA V, KEP V and the Individual Stockholders shall beneficially own, in the aggregate, more than 5% of the outstanding shares of Common Stock, in connection with each meeting of shareholders of the Company at which the Company is to elect Class III Directors to its Board or with any action taken by written consent of shareholders of the Company pursuant to which the Company is to elect Class III Directors to its Board, the Company hereby grants, and shall take any corporate and other action as is necessary to grant, KIA V the right to nominate one person for a seat as a Class III Director on the Board to be voted upon by the shareholders of the Company (collectively with the Class I Nominee, the "Nominees"). In order to effect the foregoing, prior to any meeting of shareholders of the Company at which directors shall be elected and prior to any solicitation of shareholder consent to action without meeting of the Shareholders, in each case at which the election of directors is to be voted on (each, an “Election Meeting or Consent”) (a) each Nominating Seller Party shall have the right to designate for nomination to the Board one (and prior to the mailing of any proxy materials in connection therewith), the Company shall notify KIA V of such meeting or two such solicitation and the intended date of approval of nominees by the Board Appointees and the mailing of proxy materials in connection therewith. The notice to KIA V shall be adequate such that KIA V may properly nominate such Nominees in accordance with Section 3.1(B) below the applicable terms of the Certificate (each such designated personand after the Closing, a “Seller Nominated Person”the Amended Certificate) and (b) the Company shall take any and all actions necessary (to the extent such actions are permitted by Law) to cause the Board to include each Seller Nominated Person, including the following: (i) with respect to each applicable Election Meeting or Consent, include for election to the Board the Seller Nominated Persons as part of the Company’s slate of nominees for election as directors, (ii) to solicit proxies in order to obtain shareholder approval of the election of the Seller Nominated Persons, including causing officers bylaws of the Company who hold proxies (unless otherwise directed by as in effect at the particular time. The Company shall include such Nominees in any such proxy materials and shall recommend that the shareholders of the Company shareholder submitting such proxy) to vote such proxies in favor of the election of such Seller Nominated Persons, (iii) to cause the Seller Nominated Persons to be elected to the Board, including recommending that the Company’s shareholders vote in favor of such Nominees as directors. The Company shall not change, alter, modify or withdraw any such recommendation without the Seller Nominated Persons in prior written consent of KIA V. The Company further agrees and shall take any proxy statement used by the Company to solicit the vote of its shareholders in connection with each Election Meeting or Consent corporate and (iv) to use or provide the same level of effort and same level of support other action as is used or provided for the other necessary so that one of such Nominees, if elected as a director nominees of the Company in connection with each Election Meeting or Consent; providedCompany, however, that shall be appointed to exercise its Board Appointment Right with respect to any particular Election Meeting or Consent, be a Nominating Seller Party must notify the Chairman member of the Board (or if there is not a Chairman Compensation Committee of the Board, the Board) in writing of each Seller Nominated Person designated by such Nominating Seller Party no later than twenty (20) days after receiving the Board Appointment Notice with respect to such Election Meeting or Consent.