Common use of Nomination and Election of Directors Clause in Contracts

Nomination and Election of Directors. 2.1 For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead Investor, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investors, together with their Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, at least twenty-five percent (25%) of the then issued and outstanding Ordinary Shares of the Company, determined collectively as to the Lead Investors as a group, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) two Designated Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investors. 2.3 For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued and outstanding Ordinary Shares of the Company, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) a Designated Director specified by Abingworth. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that: (a) at any meeting (whether general, extraordinary, annual or special and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, such Investor shall vote (or cause to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; and (b) such Investor shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunder.

Nomination and Election of Directors. 2.1 For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%a) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead Investor, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investors, together with their Affiliates owning or controlling Voting Securities, beneficially Purchasers own in the aggregate, at least twenty-five percent (25%) 833,333 shares of Series A-1 Convertible Preferred Stock of the then issued and outstanding Ordinary Shares Company or the equivalent shares of Common Stock of the Company, determined collectively as to the Lead Investors as a groupCompany if converted, the Purchasers shall have the right to nominate up to a maximum of three Directors (each, a "Purchaser Director"). Two of the Purchaser Directors shall initially be David L. Warnock and Donald W. Hughes. The third Purchaser Dirxxxxx xxxxx xx xamed xx x xxxxx xxxx. (b) The Company will procure agrees that it shall cause the Board nominates for election of Directors to endorse the nominees designated by the Purchasers pursuant to Section 2(a) to serve as Directors. The Board of Directors (other than the Purchaser Directors) shall have the right to nominate no less than four nor more than seven Directors (each a "Company Director"), to serve until their respective successors are elected and qualified, provided, that at such time as the number of Directors constituting the Board of Directors is reduced to nine directors, the Board of Directors (other than the Purchaser Directors) shall have the right to nominate no less than four nor more than six Directors. (c) On the date hereof and at each annual meeting of stockholders of the Company or any special meeting called for the purpose of electing directors of the Company or at such other time or times as directors may be elected in accordance with Article 110 the Company's By-Laws and the General Corporation Law of the Company’s Articles State of Association (as amended from time to time) two Designated Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investors. 2.3 For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued and outstanding Ordinary Shares of the CompanyDelaware, the Company will procure that Purchasers and the Board nominates for election Stockholders agree to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) a Designated Director specified by Abingworth. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that: (a) at any meeting (whether general, extraordinary, annual or special and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, such Investor shall vote (or cause to be voted) cast all of its Voting Securities their Shares in favor of the election nominees for Directors nominated pursuant to paragraphs (a) and (b) hereof, and for no other persons. As used in this Agreement, the term "Shares" shall mean and include any and all shares of capital stock of the Company (including Common Stock, Series A-1 Convertible Preferred Stock and Series A-2 Convertible Preferred Stock), by whatever name called, which carry voting rights and shall include any such shares now owned or subsequently acquired by a Purchaser or a Stockholder, however acquired, including without limitation stock splits and stock dividends. (d) So long as each of Cahill, Warnock Strategic Partners Fund, L.P. and Strategic Assxxxxxxs, X.X. xre entitled to elect two directors to the Board of Directors pursuant to that certain Investor Rights Agreement, dated as of September 4, 1998, the Purchasers shall be required to designate the same two directors designated by each of the Designated Directors nominated by the Lead Investors Cahill, Warnock Strategic Partners Fund, L.P. and Abingworth Strategic Assxxxxxxs, X.X. (who are initially David L. Warnock and Donald W. Hughes) as directors pursuant to this Section 2; and (b) such Investor shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunderXxxxxxx 0(x).

Nomination and Election of Directors. 2.1 (a) For so long as the holders of the Series A Preferred Stock are entitled separately as a series to elect directors pursuant to the terms of the Certificate of Incorporation, the holders of a majority of the Series A Preferred Stock shall have the right to designate one (1) nominee (the “Preferred A Director”) for election as a director of the Corporation. The Preferred A Director shall be elected solely by the holders of Series A Preferred Stock as provided in the Certificate of Incorporation. Each Stockholder who is a holder of Series A Preferred Stock hereby agrees that at each meeting of stockholders (or written consent in lieu thereof) at or by which directors are to be elected, such Stockholder shall vote all of its Series A Preferred Stock to elect, as a director of the Corporation, the Preferred A Director. Any vacancy caused by the death, resignation, removal or other cause of any Preferred A Director shall be filled by a RUBICON TECHNOLOGY, INC. -13- THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT replacement designated and elected in accordance with the provisions contained in this subsection (a) with a vote of the holders of a majority of the shares of Series A Preferred Stock, voting separately as a single class. (b) For so long as the holders of the Series B Preferred Stock are entitled separately as a series to elect directors pursuant to the terms of the Certificate of Incorporation, (i) Gazelle TechVentures Fund, L.P. shall have the right to designate one (1) nominee and KB Partners Venture Fund II, L.P. shall have the right to designate one (1) nominee (each a “Preferred B Director” and collectively, the “Preferred B Directors”) for election as directors of the Corporation. Each of the Preferred B Directors shall be elected solely by the holders of the Series B Preferred Stock pursuant to the Certificate of Incorporation. Each Stockholder who is a holder of Series B Preferred Stock hereby agrees that at each meeting of stockholders (or written consent in lieu thereof) at or by which directors are to be elected, such Stockholder shall vote all of its Series B Preferred Stock to elect, as directors of the Corporation, the Preferred B Directors. Any vacancy caused by the death, resignation, removal or other cause of any Preferred B Director shall be filled by a replacement designated and elected in accordance with the provisions contained in this subsection (b) with a vote of the holders of a majority of the shares of Series B Preferred Stock, voting separately as a single class. (c) For so long as the holders of the Series C Preferred Stock and the holders of the Series D Preferred Stock are entitled separately as a series to elect directors pursuant to the terms of the Certificate of Incorporation, the holders of a majority of the Series C Preferred Stock and the Series D Preferred Stock, voting together as if a single series or class, shall have the right to designate one (1) nominee (the “Preferred C Director”) for election as a director of the Corporation. The Preferred C Director shall be elected solely by the holders of Series C Preferred Stock and Series D Preferred Stock as provided in the Certificate of Incorporation. Each Stockholder who is a holder of Series C Preferred Stock or of Series D Preferred Stock hereby agrees that at each meeting of stockholders (or written consent in lieu thereof) at or by which directors are to be elected, such Stockholder shall vote all of its Preferred Stock to elect, as a director of the Corporation, the Preferred C Director. Any vacancy caused by the death, resignation, removal or other cause of any Preferred C Director shall be filled by a replacement designated and elected in accordance with the provisions contained in this subsection (c) with a vote of the holders of a majority of the shares of Series C Preferred Stock and Series D Preferred Stock, voting together as if a single series or class. (d) For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%) majority of the number holders of Ordinary Shares it purchased at Closing, determined severally the Common Stock are entitled separately as a class to each Lead Investorelect directors pursuant to the terms of the Certificate of Incorporation, the Company will procure that holders of a majority of the Board nominates Common Stock shall have the right to designate one (1) nominee (the “Common Director”) for election as a director of the Corporation. The Common Director shall be elected solely by the holders of a majority of the Common Stock pursuant to the Board Certificate of Incorporation. Each Stockholder who is a holder of Common Stock hereby agrees that at each meeting of Stockholders (or written consent in lieu thereof) at or by which directors are to be elected, such Stockholder shall vote all of its Stock to elect as, a director of the Corporation, the Common Director. Any vacancy caused by the death, resignation, removal or other cause of any Common Director shall be filled by a replacement designated and elected in accordance with Article 110 the provisions contained in this subsection (d) with a vote of the Company’s Articles holders of Association a majority of the Common Stock. RUBICON TECHNOLOGY, INC. -14- THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as amended from time to timee) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investors, together with their Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, at least twenty-five percent (25%) holders of the then Series A Preferred Stock, the holders of Series B Preferred Stock, the holders of the Series C Preferred Stock, and the holders of the Series D Preferred Stock are entitled together as a class to elect directors pursuant to the terms of the Certificate of Incorporation, a Majority of Each Series and the holders of a majority of the issued and outstanding Ordinary Shares shares of the CompanySeries A Preferred Stock shall have the right to designate two (2) nominees (each, determined collectively an “Outside Director” and, collectively, the “Outside Directors”), who shall not be an employee or officer of the Corporation, for election as to directors of the Lead Investors Corporation. Each Outside Director shall be elected solely by the holders of a Majority of Each Series and the holders of a majority of the issued and outstanding shares of the Series A Preferred Stock, voting separately as a groupseries. Each Stockholder who is a holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series D Preferred Stock hereby agrees that at each meeting of stockholders (or written consent in lieu thereof) at or by which directors are to be elected, such Stockholder shall vote all of its Preferred Stock to elect the Company will procure that Outside Directors as directors of the Board nominates for election to Corporation. Any vacancy caused by the Board death, resignation, removal or other cause of an Outside Director shall be filled by a replacement designated and elected in accordance with Article 110 the provisions contained in this subsection. (f) The Corporation shall use its commercially reasonable efforts to cause the Stockholders to vote all of their Stock to elect, as directors of the Company’s Articles of Association (as amended from time to time) two Designated Corporation, the Preferred A Director, the Preferred B Directors, the Preferred C Director, the Common Director and the Outside Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investors. 2.3 For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued and outstanding Ordinary Shares of the Company, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) a Designated Director specified by Abingworth. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that: (a) at any meeting (whether general, extraordinary, annual or special and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, such Investor shall vote (or cause to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; and (b) such Investor shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunder7.

Nomination and Election of Directors. 2.1 For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns From and after the number date that the holders of Ordinary Shares equal Class B Common Stock are no longer entitled to elect at least fifty percent (50%) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead Investor, the Company will procure that the Board nominates for election one Class B Director to the Board in accordance with Article 110 of Directors pursuant to the Company’s Articles Certificate of Association Incorporation, the following provisions apply: (as amended from time to timea) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investors, together with Principal Stockholder and their Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, at least twenty-five percent (25%) of the then issued and outstanding Ordinary Shares of the Company, determined collectively as to the Lead Investors as a group, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) two Designated Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investors. 2.3 For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued and outstanding Ordinary Shares shares of Common Stock, the Principal Stockholder has the right to designate a number of directors of the Company’s Board of Directors (rounded up to the nearest whole number) equal to the percentage of Common Stock beneficially owned by the Principal Stockholder and its Affiliates at the time of such designation, provided however that for purposes of this designation right, the Company will procure Principal Stockholder and its Affiliates' shall have the right to designate not more than a majority of the members of the Board of Directors then in office and, provided further, that so long as the Principal Stockholder and its Affiliates beneficially owns at least 5.0% of the total outstanding shares of Common Stock its shall have the right to designate at least one director. The Company, acting through the committee of the Board of Directors with authority to select or recommend director nominees for the Board of Director’s selection (the “Nominating Committee”), and, as necessary, the Board of Directors, shall cause such individual or individuals (the “Principal Stockholder Directors”) to be nominated for election or appointment to the Board of Directors as set forth below; provided, that the Nominating Committee’s obligations under this Agreement are subject to the requirements of the committee members’ fiduciary duties as directors and Delaware General Corporation Law. At each meeting of the Company’s stockholders at which the directors of the Company are to be elected and, if the Board nominates of Directors is classified at the time of such election, at which the class of directors of which the Principal Stockholder Director is a member, the Board of Directors agrees to recommend that the stockholders elect to the Board of Directors each Principal Stockholder Director nominated for election at such meeting in accordance with the provisions of Section 1.2(a), subject to the directors’ fiduciary duties as directors and the Delaware General Corporation Law. (b) At any time at which a vacancy shall be created on the Board of Directors as a result of the death, disability, retirement, resignation, removal or otherwise of a Principal Stockholder Director, the Principal Stockholder and its Affiliates shall then have, as a result thereof, the right to designate a replacement person for nomination for election to the Board of Directors, as specified in accordance Section 1.2(a) and subject to the limitations thereof. The Principal Stockholder and its Affiliates, voting together as a single class, shall have the right to designate for appointment by the remaining directors under the Bylaws of the Company an individual to fill such vacancy and serve as a director. In connection with Article 110 the foregoing, the Principal Stockholder agrees to provide information to the Nominating Committee as is necessary to determine that such individual will qualify to serve as a director of the Company under any applicable law, rule or regulation as well as under the terms of this Agreement. (c) To the extent there is an authorized committee of the Company’s Articles Board of Association Directors, it shall include at least one (as amended from time 1) Principal Stockholder Director designated by the Majority Owner, to time) a Designated Director specified by Abingworththe extent qualified to serve on such committee. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that(d) For all Principal Stockholder Directors: (ai) at any meeting (whether generalIn the event that the Principal Stockholder and its Affiliates shall determine to remove from office a then Principal Stockholder Director, extraordinary, annual or special the Company shall take all actions necessary and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, appropriate to cause such Investor shall vote (or cause removal to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; andeffected promptly. (bii) such Investor In the event of removal, resignation, incapacity or death of a then Principal Stockholder Director, the Company shall not enter into any agreement take all actions necessary and appropriate to cause the successor Principal Stockholder Director to be elected or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunderappointed as a director.

Nomination and Election of Directors. 2.1 For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns From and after the number date that the holders of Ordinary Shares equal Class B Common Stock are no longer entitled to elect at least fifty percent (50%) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead Investor, the Company will procure that the Board nominates for election one Class B Director to the Board in accordance with Article 110 of Directors pursuant to the Company’s Articles Certificate of Association Incorporation, the following provisions apply: (as amended from time to timea) each Designated Director specified by such Lead Director. 2.2 For so So long as the Lead Investors, together with their Principal Stockholder and its Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, has Beneficial Ownership of at least twenty-five percent (25%) of the then issued outstanding shares of Common Stock, the Principal Stockholder and outstanding Ordinary Shares its Affiliates, voting together as a single class, shall have the right to designate a number of directors equal to sixty percent (60%) of the Company, determined collectively as total authorized size of the Board of Directors (rounded up or down to the Lead Investors nearest whole number as necessary in light of the actual number of authorized members of the Board of Directors). So long as the Principal Stockholder and its Affiliates owns at least fifteen percent (15%) but less than twenty-five percent (25%) of the outstanding shares of Common Stock, the Principal Stockholder and its Affiliates, voting together as a groupsingle class, shall have the Company will procure that right to designate a number of directors equal to forty percent (40%) of the total authorized size of the Board nominates for election of Directors (rounded up or down to the Board nearest whole number as necessary in accordance with Article 110 light of the Company’s Articles actual number of Association (as amended from time to time) two Designated Directors (both authorized members of whom will be independent) specified by the Lead InvestorsBoard of Directors). The identity of said two Designated Directors shall be determined in accordance with procedures agreed among Without limiting the Lead Investors. 2.3 For foregoing, so long as Abingworth, together with the Principal Stockholder and its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued outstanding shares of Common Stock, the Principal Stockholder and outstanding Ordinary Shares its Affiliates, voting together as a single class, shall have the right to designate one (1) director. The Company, acting through the committee of the Board of Directors with authority to select or recommend director nominees for the Board’s selection (the “Nominating Committee”), and, as necessary, the Board of Directors, shall cause such individual or individuals (the “Principal Stockholder Directors”) to be nominated for election or appointment to the Board of Directors as set forth below; provided, that the Nominating Committee’s obligations under this Agreement are subject to the requirements of the committee members’ fiduciary duties as directors and Delaware General Corporation Law. At each meeting of the Company’s stockholders at which the directors of the Company are to be elected and, if the Board of Directors is classified at the time of such election, at which the class of directors of which the Principal Stockholder Director is a member, the Company will procure Board of Directors agrees to recommend that the stockholders elect to the Board nominates of Directors each Principal Stockholder Director nominated for election at such meeting in accordance with the provisions of Section 1.2(a), subject to the directors’ fiduciary duties as directors and the Delaware General Corporation Law. (b) At any time at which a vacancy shall be created on the Board of Directors as a result of the death, disability, retirement, resignation, removal or otherwise of a Principal Stockholder Director, the Principal Stockholder and its Affiliates shall then have, as a result thereof, the right to designate a replacement person for nomination for election to the Board of Directors, as specified in accordance Section 1.2(a) and subject to the limitations thereof. The Principal Stockholder and its Affiliates, voting together as a single class, shall have the right to designate for appointment by the remaining directors under the Bylaws of the Company an individual to fill such vacancy and serve as a director. In connection with Article 110 the foregoing, the Principal Stockholder agrees to provide information to the Nominating Committee as is necessary to determine that such individual will qualify to serve as a director of the Company under any applicable law, rule or regulation as well as under the terms of this Agreement. (c) To the extent there is an authorized committee of the Company’s Articles Board of Association Directors, it shall include at least one (as amended from time 1) Principal Stockholder Director designated by the Majority Owner, to time) a Designated Director specified by Abingworththe extent qualified to serve on such committee. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that(d) For all Principal Stockholder Directors: (ai) at any meeting (whether generalIn the event that the Principal Stockholder and its Affiliates shall determine to remove from office a then Principal Stockholder Director, extraordinary, annual or special the Company shall take all actions necessary and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, appropriate to cause such Investor shall vote (or cause removal to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; andeffected promptly. (bii) such Investor In the event of removal, resignation, incapacity or death of a then Principal Stockholder Director, the Company shall not enter into any agreement take all actions necessary and appropriate to cause the successor Principal Stockholder Director to be elected or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunderappointed as a director.

Nomination and Election of Directors. 2.1 For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%a) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead Investor, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investorsholders of the Series C Preferred Stock, the holders of the Series D Preferred Stock, and the holders of the Series E Preferred Stock are entitled separately as a series to elect directors pursuant to the terms of the Seventh Amended and Restated Certificate of Incorporation of the Company (the “Restated Certificate”), the holders of a majority of the Series C Preferred Stock and the Series D Preferred Stock, voting together with their Affiliates owning as if a single series or controlling Voting Securitiesclass, beneficially own shall have the right to designate one (1) nominee (the “Preferred C Director”) for election as a director of the Corporation. The Preferred C Director shall be elected solely by the holders of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock as provided in the aggregateRestated Certificate. Each Stockholder who is a holder of Series E Preferred Stock hereby agrees that at each meeting of stockholders (or written consent in lieu thereof) at or by which directors are to be elected, at least twenty-five percent (25%) such Stockholder shall vote all of its Series E Preferred Stock to elect, as a director of the then issued and outstanding Ordinary Shares of the Company, determined collectively as to the Lead Investors as a groupCorporation, the Company will procure that Preferred C Director. Any vacancy caused by the Board nominates for election to the Board death, resignation, removal or other cause of any Preferred C Director shall be filled by a replacement designated and elected in accordance with Article 110 the provisions contained in this subsection (a) with a vote of the Company’s Articles holders of Association (the Series E Preferred Stock voting with the majority of the shares of Series C Preferred Stock and Series D Preferred Stock voting together as amended from time to time) two Designated Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investorsif a single series or class. 2.3 (b) For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) holders of the then Preferred Stock and the Series E Preferred Stock are entitled together as a class to elect directors pursuant to the terms of the Restated Certificate, a majority of the issued and outstanding Ordinary Shares shares of the CompanyPreferred Stock (excluding the Series E Preferred Stock) shall have the right to designate two (2) nominees (each, an “Outside Director” and, collectively, the Company will procure that “Outside Directors”), who shall not be an employee or officer of the Board nominates Corporation, for election as directors of the Corporation. Each Outside Director shall be elected solely by the holders of a majority of the shares of Preferred Stock and the Series E Preferred Stock, voting together as a single class. Each Stockholder who is a holder of Series E Preferred Stock hereby agrees that at each meeting of stockholders (or written consent in lieu thereof) at or by which directors are to be elected, such Stockholder shall vote all of its Series E Preferred Stock to elect the Board Outside Directors designated as provided above as directors of the Corporation. Any vacancy caused by the death, resignation, removal or other cause of an Outside Director shall be filled by a replacement designated and elected in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) a Designated Director specified by Abingworth. 2.4 Each Investorprovisions contained in this subsection. RUBICON TECHNOLOGY, severally and not jointly, and solely with respect to its Voting Securities, agrees that: (a) at any meeting (whether general, extraordinary, annual or special and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, such Investor shall vote (or cause to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; and (b) such Investor shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunder.INC. -3- SERIES E STOCKHOLDERS’ AGREEMENT

Nomination and Election of Directors. 2.1 (a) At each annual meeting of stockholders, the stockholders entitled to vote shall elect the directors. (b) Except as provided in subsection (c) of this Section 4, each director shall be elected by a vote of the majority of the votes cast with respect to that director-nominee’s election at a meeting for the election of directors at which a quorum is present. For so long as purposes of this subsection (b), a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns majority of the votes cast means that the number of Ordinary Shares equal to at least fifty percent (50%) of shares voted “for” a director must exceed the number of Ordinary Shares it purchased at Closingshares voted “against” that director, determined severally with “abstentions” and “broker non-votes” not counted as a vote cast with respect to each Lead Investorthat director. (c) Subsection (b) shall not apply to any election of directors if, as of the Company will procure that expiration of the Board nominates time when a stockholder may give notice of a nomination of a director pursuant to subsection (d) of this Section 4, there are more nominees for election than the number of directors to be elected, one or more of whom are properly proposed by stockholders. A nominee for director in an election to which this subsection (c) applies shall be elected by a plurality of the votes cast in such election. (d) Subject to the rights of any series of Preferred Stock, no person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in this subsection (d). Nominations of persons for election to the Board of Directors may be made (i) by the Board of Directors or any committee designated by the Board of Directors or (ii) by any stockholder entitled to vote for the election of directors at the applicable meeting of stockholders who complies with the notice procedures set forth in this subsection (d). Such nominations, other than those made by the Board of Directors or any committee designated by the Board of Directors, may be made only if written notice of a stockholder’s intent to nominate one or more persons for election as directors at the applicable meeting of stockholders has been given, either by personal delivery or by United States certified mail, postage prepaid, to the Secretary and received (i) not less than 120 days nor more than 150 days before the first anniversary of the preceding year’s annual meeting, or (ii) if the date of the annual meeting is more than 30 days before or more than 60 days after the first anniversary of the preceding year’s annual meeting, not more than 150 days prior to the date of such annual meeting and not less than 120 days prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 120 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation, or (iii) with respect to any special meeting of stockholders called for the election of directors, not later than the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders. Each such stockholder’s notice shall set forth (i) as to the stockholder giving the notice, (1) the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder, and the name and address of any beneficial owner on whose behalf the nomination is being made; (2) a representation that such stockholder is a stockholder of record and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice; (3) the class, series and number of shares of capital stock of the Corporation owned beneficially, directly or indirectly, and of record by such stockholder and any beneficial owner on whose behalf the notice is given and any of their respective affiliates or associates or other parties with whom they are acting in concert, as well as any derivative instrument or similar contract or agreement the value of or return on which is based on or linked to the value of or return of any of the Corporation’s securities; (4) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investorswith, together with their Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, at least twenty-five percent (25%Section 14(a) of the then issued Exchange Act), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the stockholder and outstanding Ordinary Shares any beneficial owner on whose behalf the nomination has been made, or any of their respective affiliates or associates or other parties with whom they are acting in concert, has a right to vote or direct the voting of any of the Company, determined collectively Corporation’s securities; and (5) a description of all arrangements or understandings between such stockholder or such beneficial owner or any of their respective affiliates or associates or other parties with whom they are acting in concert and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder; and (ii) as to each person whom the Lead Investors stockholder proposes to nominate for election as a groupdirector, (1) the Company will procure name, age, business address and, if known, residence address of such person; (2) the principal occupation or employment of such person; (3) the class, series and number of shares of capital stock of the Corporation that are beneficially owned by such person; (4) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the U.S. Securities and Exchange Commission promulgated under the Exchange Act; and (5) the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected. The stockholder shall (i) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this By-Law and (ii) promptly update and supplement information previously provided to the Corporation pursuant to this By-Law, if necessary, so that the information provided or required to be provided shall be true and complete (1) as of the voting record date for the meeting and (2) as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the Corporation’s principal executive offices. The Secretary shall deliver each such stockholder’s notice that has been timely received to the Board nominates of Directors or a committee designated by the Board of Directors for review. Any person nominated for election as director by the Board of Directors or any committee designated by the Board of Directors shall, upon the request of the Board of Directors or such committee, furnish to the Secretary all such information pertaining to such person that is required to be set forth in a stockholder’s notice of nomination. Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting of stockholders to present such nomination, such nomination shall be disregarded, notwithstanding that the Corporation may have received proxies in respect of such vote. Notwithstanding anything in these By-Laws to the contrary, except as otherwise fixed by or pursuant to the provisions of the Certificate of Incorporation or any Certificate of Designation relating to any class or series of Preferred Stock, no persons may be nominated for election to the Board of Directors except in accordance with Article 110 the procedures set forth in this Section 4. The chairman of the Company’s Articles meeting of Association (as amended from time to time) two Designated Directors (both of whom will be independent) specified by stockholders shall, if the Lead Investors. The identity of said two Designated Directors shall be determined facts warrant, determine that a nomination was not made in accordance with the procedures agreed among prescribed by this subsection (d). If the Lead Investors. 2.3 For chairman should so long as Abingworthdetermine, together with its Affiliates owning he or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued and outstanding Ordinary Shares of the Company, the Company will procure that the Board nominates for election she shall so declare to the Board in accordance with Article 110 of meeting and the Company’s Articles of Association (as amended from time to time) a Designated Director specified by Abingworthdefective nomination shall be disregarded. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that: (a) at any meeting (whether general, extraordinary, annual or special and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, such Investor shall vote (or cause to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; and (b) such Investor shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunder.

Nomination and Election of Directors. 2.1 For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead Investor, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s 's Articles of Association (as amended from time to time) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investors, together with their Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, at least twenty-five percent (25%) of the then issued and outstanding Ordinary Shares of the Company, determined collectively as to the Lead Investors as a group, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s 's Articles of Association (as amended from time to time) two Designated Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investors. 2.3 For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued and outstanding Ordinary Shares of the Company, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s 's Articles of Association (as amended from time to time) a Designated Director specified by Abingworth. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that: (a) at any meeting (whether general, extraordinary, annual or special and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, such Investor shall vote (or cause to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; and (b) such Investor shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunder.

Nomination and Election of Directors. 2.1 For From and after the date that the holders of Class B Common Stock are no longer entitled to elect at least one Class B Director to the Board of Directors pursuant to the Certificate of Incorporation, the following provisions apply: (a) [From and after the date that the holders of Class B Common Stock are no longer entitled to elect at least one Class B Director to the New Parent Board pursuant to the terms of the Amended and Restated Certificate of Incorporation of New Parent, the following provisions apply: for so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead InvestorXxxxx Xxxxxxx, the Company will procure that CBA Member and any of their successors or assigns (collectively, the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time“Principal Stockholder”) each Designated Director specified by such Lead Director. 2.2 For so long as the Lead Investors, together with and their Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, at least twenty-five percent (25%) of the then issued and outstanding Ordinary Shares of the Company, determined collectively as to the Lead Investors as a group, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) two Designated Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investors. 2.3 For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the outstanding shares of New Parent Common Stock, the Principal Stockholder has the right to designate a number of directors of the New Parent board (rounded up to the nearest whole number) equal to the percentage of the New Parent Common Stock beneficially owned by the Principal Stockholder and its Affiliates at the time of such designation, provided however that for purposes of this designation right, the Principal Stockholder and its Affiliates’’ shall have the right to designate not more than a majority of the members of the Board of Directors then issued in office and, provided further, that so long as the Principal Stockholder and its Affiliates beneficially owns at least 5.0% of the total outstanding Ordinary Shares shares of Common Stock its shall have the right to designate at least one director. The Company, acting through the committee of the Board of Directors with authority to select or recommend director nominees for the Board’s selection (the “Nominating Committee”), and, as necessary, the Board of Directors, shall cause such individual or individuals (the “Principal Stockholder Directors”) to be nominated for election or appointment to the Board of Directors as set forth below; provided, that the Nominating Committee’s obligations under this Agreement are subject to the requirements of the committee members’ fiduciary duties as directors and Delaware General Corporation Law. At each meeting of the Company’s stockholders at which the directors of the Company are to be elected and, if the Board of Directors is classified at the time of such election, at which the class of directors of which the Principal Stockholder Director is a member, the Company will procure Board of Directors agrees to recommend that the stockholders elect to the Board nominates of Directors each Principal Stockholder Director nominated for election at such meeting in accordance with the provisions of Section 1.2(a), subject to the directors’ fiduciary duties as directors and the Delaware General Corporation Law.] (b) At any time at which a vacancy shall be created on the Board of Directors as a result of the death, disability, retirement, resignation, removal or otherwise of a Principal Stockholder Director, the Principal Stockholder and its Affiliates shall then have, as a result thereof, the right to designate a replacement person for nomination for election to the Board of Directors, as specified in accordance Section 1.2(a) and subject to the limitations thereof. The Principal Stockholder and its Affiliates, voting together as a single class, shall have the right to designate for appointment by the remaining directors under the Bylaws of the Company an individual to fill such vacancy and serve as a director. In connection with Article 110 the foregoing, the Principal Stockholder agrees to provide information to the Nominating Committee as is necessary to determine that such individual will qualify to serve as a director of the Company under any applicable law, rule or regulation as well as under the terms of this Agreement. (c) To the extent there is an authorized committee of the Company’s Articles Board of Association Directors, it shall include at least one (as amended from time 1) Principal Stockholder Director designated by the Majority Owner, to time) a Designated Director specified by Abingworththe extent qualified to serve on such committee. 2.4 Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that(d) For all Principal Stockholder Directors: (ai) at any meeting (whether generalIn the event that the Principal Stockholder and its Affiliates shall determine to remove from office a then Principal Stockholder Director, extraordinary, annual or special the Company shall take all actions necessary and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, appropriate to cause such Investor shall vote (or cause removal to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; andeffected promptly. (bii) such Investor In the event of removal, resignation, incapacity or death of a then Principal Stockholder Director, the Company shall not enter into any agreement take all actions necessary and appropriate to cause the successor Principal Stockholder Director to be elected or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunderappointed as a director.