Common use of Nomination of Director Clause in Contracts

Nomination of Director. 2.1 Conditional upon the CPPIB having acquired Shares in the Investment with a value at the time of the acquisition of at least the CPPIB Minimum Investment, for so long as CPPIB (together with its respective Affiliates) owns Shares equal to 100% of the number of Purchased Shares, CPPIB will be entitled to nominate for appointment or as a candidate for election to the Board one CPPIB Director Nominee and to nominate another person for appointment or election in that person’s place should that person’s office be vacated. 2.2 CPPIB shall consult with the Nominating and Governance Committee to select a mutually agreeable CPPIB Director Nominee to be nominated by the Nominating and Governance Committee for appointment or election to the Board (such agreement by the Nominating and Governance Committee not to be unreasonably withheld or delayed), and the Company shall use its reasonable best efforts to support the nomination of the CPPIB Director Nominee by the Nominating and Governance Committee. CPPIB agrees that it shall use its reasonable best efforts to select a CPPIB Director Nominee that is neither a citizen nor a resident of the United States. In the event that CPPIB’s initial CPPIB Director Nominee is not acceptable to the Nominating and Governance Committee (acting reasonably), CPPIB shall have the right to propose additional CPPIB Director Nominee(s) until a candidate is mutually agreed between CPPIB and the Nominating and Governance Committee. For the avoidance of doubt, the Nominating and Governance Committee, in considering any CPPIB Director Nominee, shall have the discretion to consider all relevant factors in evaluating such nominee, including, but not limited to, the current composition of the Board, the areas of expertise represented or needed on the Board and the preference for geographic or other diversity of the Board. 2.3 Following mutual agreement of the CPPIB Director Nominee, the Company shall use its reasonable best efforts to put forward such CPPIB Director Nominee for election at the next applicable AGM or take such other steps as are required to have such CPPIB Director Nominee elected or appointed to the Board. If applicable, the Company shall include the CPPIB Director Nominee in the list of nominees for election in each Proxy Statement following CPPIB’s nomination of such CPPIB Director Nominee in accordance with this Clause 2 and take the same or equivalent steps to support the election of such CPPIB Director Nominee as the Company takes to support all other nominee Non-Executive Directors. Upon the closing of the Investment, the Company shall use its reasonable best efforts to have the initial CPPIB Director Nominee appointed by the Board as soon as possible to act as Director in Class III of the Board, filling a vacancy in such Class by an increase in the size of the Board. 2.4 If the office of a CPPIB Director Nominee is vacated or he is not re-elected as a CPPIB Director Nominee, CPPIB will be entitled, by giving written notice to the Company, to nominate a replacement CPPIB Director Nominee for appointment or as a candidate for election. 2.5 Unless CPPIB gives written notice to the Company that it does not wish the CPPIB Director Nominee it has appointed to be nominated for re-election at the time that such CPPIB Director Nominee is required to seek re-election pursuant to the Constitutional Documents, the Company shall (subject to the other provisions of this Agreement) use its reasonable best efforts to ensure that the CPPIB Director Nominee is recommended as a candidate for re-election. 2.6 In the event that CPPIB (together with its Affiliates) ceases to own Shares equal to 100% of the number of Purchased Shares, the CPPIB Director Nominee shall offer to resign from the Board. The Board shall, in its sole discretion, decide to accept or decline such resignation (for the avoidance of doubt, the CPPIB Director Nominee shall not be precluded from resigning from the Board in accordance with the Constitutional Documents and applicable law, and the CPPIB Director Nominee shall be subject to removal from the Board in accordance with the Constitutional Documents or applicable law). 2.7 Any nomination for appointment or election of a CPPIB Director Nominee by CPPIB under this Clause 2 shall be by notice in writing delivered to the Company Secretary of the Company and signed on behalf of CPPIB by an authorised signatory. 2.8 CPPIB shall be responsible for the remuneration and expenses owed to the CPPIB Director Nominee in respect of his services rendered to the Board.

Nomination of Director. 2.1 Conditional upon (a) Effective as of the CPPIB having acquired Shares Effective Date and until the date on which one (1) MLD Royalty Product (as defined in the Investment with a value at the time of the acquisition of at least the CPPIB Minimum Investment, for so long as CPPIB (together with its respective Affiliates) owns Shares equal to 100% of the number of Purchased Shares, CPPIB will be entitled to nominate for appointment or as a candidate for election to the Board one CPPIB Director Nominee and to nominate another person for appointment or election in that person’s place should that person’s office be vacated. 2.2 CPPIB shall consult with the Nominating and Governance Committee to select a mutually agreeable CPPIB Director Nominee to be nominated by the Nominating and Governance Committee for appointment or election to the Board (such agreement by the Nominating and Governance Committee not to be unreasonably withheld or delayedAPA), in respect of which Orchard Therapeutics (Europe) Limited has obtained a marketing authorization or biologics license application and made the Company shall use its reasonable best efforts to support first bona fide commercial sale for which revenue has been recognized (the nomination of the CPPIB “Director Nominee by the Nominating and Governance Committee. CPPIB agrees that it shall use its reasonable best efforts to select a CPPIB Director Nominee that is neither a citizen nor a resident of the United States. In the event that CPPIB’s initial CPPIB Director Nominee is not acceptable to the Nominating and Governance Committee (acting reasonablyNomination Term”), CPPIB as further described below, GSK shall have the right to propose additional CPPIB Director Nominee(snominate one (1) until a candidate is mutually agreed between CPPIB and individual reasonably acceptable to the Nominating and Governance Committee. For Company (the avoidance of doubt, the Nominating and Governance Committee, in considering any CPPIB Director “Nominee, shall have the discretion ”) to consider all relevant factors in evaluating such nominee, including, but not limited to, the current composition of the Board, the areas of expertise represented or needed serve on the Board and the preference for geographic or other diversity of Directors of the Company (the “Board. 2.3 Following mutual agreement ”) as a Class III director. Subject to Section 1(b), during the Director Nomination Term, the Board and all applicable committees and subcommittees thereof shall take all action necessary so that the Nominee shall stand for election by the Company’s shareholders (the “Shareholders”) at each annual general meeting of the CPPIB Director Company at which Class III directors are required to stand for re-election (each, an “Annual Meeting”), it being understood that the next such Annual Meeting is scheduled for the year 2021. The Company agrees to (i) include the Nominee in any proxy statement or written consent prepared by the Company for each such Annual Meeting and recommend and solicit proxies for the election of the Nominee at each such Annual Meeting (and at every adjournment or postponement thereof), (ii) cause all ordinary shares represented by proxies granted to it (or any of its officers, directors or representatives) to be voted in favor of the Nominee, and (iii) otherwise support the Company shall use its reasonable best efforts to put forward such CPPIB Director Nominee for election at in a manner no less rigorous and favorable than the next applicable AGM or take such manner in which the Company supports its other steps as are required to have such CPPIB Director Nominee elected or appointed nominees. (b) As a condition to the Board. If applicable, the Company shall include the CPPIB Director Nominee in the list of nominees for election in each Proxy Statement following CPPIB’s nomination of such CPPIB Director the Nominee in accordance with this Clause 2 and take Section 1, the same or equivalent steps to support the election of such CPPIB Director Nominee as shall provide any information that the Company takes reasonably requires, including without limitation information required to support all be disclosed in a proxy statement or other nominee Non-Executive Directorsfiling under applicable law, stock exchange rules or listing standards and information in connection with assessing eligibility, independence or other criteria applicable to directors under applicable law, stock exchange rules or listing standards. Upon the closing of the InvestmentIf, the Company shall use its reasonable best efforts to have the initial CPPIB Director Nominee appointed by the Board as soon as possible to act as Director in Class III of the Boardat any time (including without limitation, filling a vacancy in such Class by an increase in the size of the Board. 2.4 If the office of a CPPIB Director Nominee is vacated or he is not re-elected as a CPPIB Director Nominee, CPPIB will be entitled, by giving written notice prior to the Company, to nominate a replacement CPPIB Director Nominee for appointment Nominee’s election or as a candidate for election. 2.5 Unless CPPIB gives written notice to the Company that it does not wish the CPPIB Director Nominee it has appointed to be nominated for re-election at the time that such CPPIB Director Nominee is required to seek re-election pursuant to the Constitutional DocumentsBoard), the Company shall Board learns of a Disqualifying Event (subject to as defined below), then the other provisions of this Agreement) use its reasonable best efforts to ensure that the CPPIB Director Nominee is recommended as a candidate for re-election. 2.6 In the event that CPPIB (together with its Affiliates) ceases to own Shares equal to 100% of the number of Purchased Shares, the CPPIB Director Nominee shall offer to resign from the Board. The Board shallmay, in its sole discretion, decide (i) not take any of the actions required by Section 1(a) above (and the Company shall have no obligations pursuant to accept Section 1(a) above), or decline such resignation (for ii) if the avoidance of doubtNominee is then serving on the Board, request that the CPPIB Director Nominee shall not be precluded from resigning resign from the Board in accordance with and any committees thereof (a “Resignation Request”). Immediately following delivery of a Resignation Request to the Constitutional Documents and applicable lawNominee, and the CPPIB Director Nominee shall be subject take any and all actions to removal resign from the Board in accordance with the Constitutional Documents or applicable law). 2.7 Any nomination for appointment or election of a CPPIB Director Nominee by CPPIB under this Clause 2 and any committees thereof which shall be effective immediately and in the absence of such resignation, the Board may remove the Nominee from the Board without the consent of the Nominee. A “Disqualifying Event” means any of the following: (x) conduct by notice in writing delivered the Nominee that is or would reasonably be expected to be materially harmful to the Company Secretary business, interests or reputation of the Company and signed on behalf Company, it being understood that the Nominee’s commission of, being indicted or charged with, or making a plea of CPPIB by an authorised signatory. 2.8 CPPIB nolo contendere to a felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud shall be responsible for the remuneration and expenses owed deemed materially harmful to the CPPIB Director business of the Company; or (y) the Nominee’s material violation of any provision of any Company Policy (as defined below) or any agreement(s) between the Nominee in and the Company (and/or any of its Affiliates (as defined below)). As used herein, “Affiliate” means, with respect of his services rendered to the Boardany specified person or entity, any other person or entity that directly, or indirectly, controls or is controlled by, or is under common control with, such person or entity.

Nomination of Director. 2.1 Conditional Iroquois Capital Opportunity Fund, LP (“Lead Investor”) shall be permitted, upon written notice thereof delivered to the CPPIB having acquired Shares in the Investment with a value at the time Secretary or other officer of the acquisition Company (the “Director Nomination Notice”), to nominate one (1) director to the Board of at least the CPPIB Minimum Investment, for so long as CPPIB (together with its respective Affiliates) owns Shares equal to 100% Directors of the number Company, and each Subsidiary (“Nominated Director”) which director shall begin to serve immediately as a director of Purchased Sharesthe Company after the delivery of the Director Nomination Notice. As of the Closing Date, CPPIB there will be one vacancy on each such Board of Directors available for the director to be designated by a Majority in Interest pursuant to this paragraph; provided, however, it is understood that the Lead Investor need not exercise its rights to nominate a director pursuant to this Section 9(v) and may at anytime waive such right temporarily or permanently. The nominated director (i) shall be elected appointed or designated in accordance with the Company’s and Subsidiary’s articles of incorporation, (ii) shall be entitled to nominate for appointment one vote in connection with any matter subject to a vote or as a candidate for election other approval of such Board of Directors (with each remaining directors entitled to the Board one CPPIB Director Nominee and to nominate another person for appointment or election in that person’s place should that person’s office be vacated. 2.2 CPPIB shall consult with the Nominating and Governance Committee to select a mutually agreeable CPPIB Director Nominee to be nominated by the Nominating and Governance Committee for appointment or election to the Board (such agreement by the Nominating and Governance Committee not to be unreasonably withheld or delayedvote each), and (iii) may be removed only in accordance with the Company shall use its reasonable best efforts to support the nomination Company’s articles of the CPPIB Director Nominee by the Nominating and Governance Committee. CPPIB agrees that it shall use its reasonable best efforts to select a CPPIB Director Nominee that is neither a citizen nor a resident of the United Statesincorporation. In the event that CPPIB’s initial CPPIB Director Nominee there is not acceptable to any vacancy created by the Nominating and Governance Committee (acting reasonably)death, CPPIB resignation or other removal of the nominated director, the Lead Investor shall have the right to propose additional CPPIB Director Nominee(s) until a candidate is mutually agreed between CPPIB and the Nominating and Governance Committee. For the avoidance of doubt, the Nominating and Governance Committee, in considering any CPPIB Director Nominee, shall have the discretion to consider all relevant factors in evaluating such nominee, including, but not limited to, the current composition of the Board, the areas of expertise represented or needed on the Board and the preference for geographic or other diversity of the Board. 2.3 Following mutual agreement of the CPPIB Director Nominee, the Company shall use its reasonable best efforts to put forward such CPPIB Director Nominee for election at the next applicable AGM or take such other steps as are required to have such CPPIB Director Nominee elected or appointed to the Board. If applicable, the Company shall include the CPPIB Director Nominee in the list of nominees for election in each Proxy Statement following CPPIB’s nomination of such CPPIB Director Nominee in accordance with this Clause 2 and take the same or equivalent steps to support the election of such CPPIB Director Nominee as the Company takes to support all other nominee Non-Executive Directors. Upon the closing of the Investment, the Company shall use its reasonable best efforts to have the initial CPPIB Director Nominee appointed by the Board as soon as possible to act as Director in Class III of the Board, filling a vacancy in such Class by an increase in the size of the Board. 2.4 If the office of a CPPIB Director Nominee is vacated or he is not re-elected as a CPPIB Director Nominee, CPPIB will be entitled, by giving written notice to the Company, to nominate a replacement CPPIB Director Nominee for appointment or director, which director shall begin to serve immediately as a candidate for election. 2.5 Unless CPPIB gives written notice to director of the Company that it does not wish the CPPIB Director Nominee it has appointed to and Subsidiary and whose directorship shall be nominated for re-election at the time that such CPPIB Director Nominee is required to seek re-election pursuant to the Constitutional Documents, the Company shall (subject to the other provisions of this Agreement) use its reasonable best efforts to ensure that the CPPIB Director Nominee is recommended as a candidate for re-election. 2.6 In the event that CPPIB (together with its Affiliates) ceases to own Shares equal to 100% of the number of Purchased Shares, the CPPIB Director Nominee shall offer to resign from the Board. The Board shall, in its sole discretion, decide to accept or decline such resignation (for the avoidance of doubt, the CPPIB Director Nominee shall not be precluded from resigning from the Board election in accordance with the Constitutional Documents Company’s and applicable law, and Subsidiary’s articles of incorporation at the CPPIB Director Nominee next held general meeting. The nominated director shall be subject entitled to removal from and shall receive the same compensation, reimbursement, insurance, benefit, protections and rights as the other directors of the Company and Subsidiary. It is agreed that the actions and advice of any person while serving pursuant to this section as a director at meetings of a Board of Directors shall be construed to be the actions and advice of that person alone and not be construed as actions of the Lead Investor or any Subscriber as to any notice, requirements or rights of Lead Investor or any Subscriber under the Transaction Documents, nor as action of the Lead Investor or any Subscriber to approve modifications, consents, amendments or waivers thereof; and all such actions or notices shall be deemed actions or notices to the Lead Investor or Subscribers only when duly provided in writing and given in accordance with the Constitutional Documents provisions of the Transaction Documents. The relationship between the Company and Subsidiaries and the Lead Investor and Subscribers is, and shall at all times remain, solely that of the Company with a purchaser of its securities. The Lead Investor and Subscribers neither undertake nor assume any responsibility or applicable law). 2.7 Any nomination for appointment or election of a CPPIB Director Nominee by CPPIB under this Clause 2 shall be by notice in writing delivered duty to the Company Secretary or Subsidiaries to review, inspect, supervise, pass judgment upon, or inform the Company or any Subsidiary of any matter in connection with any phase of the Company’s and Subsidiary’s business, operations, or condition, financial or otherwise. The Company and each Subsidiary shall rely entirely upon their own judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment, or information supplied to the Company and Subsidiary by the Lead Investor or Subscribers, or any representative or agent of the Lead Investor or Subscribers, in connection with any such matter is for the protection of the Lead Investor and Subscribers, and neither the Company, a Subsidiary nor any third party is entitled to rely thereon. It shall be deemed a default of a material obligation under the Notes if Company and Subsidiary do not comply with the requirements of this Section 9(v). The holders of Common Stock, voting as a separate class, shall be entitled to elect the remaining directors of the Company. At least two of the board members of the Company and signed on behalf of CPPIB elected by an authorised signatory. 2.8 CPPIB the Common Stock holders shall be responsible for the remuneration and expenses owed to the CPPIB Director Nominee in respect of his services rendered to the Boardindependent directors.

Nomination of Director. 2.1 Conditional upon the CPPIB having acquired Shares in the Investment with a value at the time of the acquisition of at least the CPPIB Minimum Investment, for so long as CPPIB (together with its respective Affiliates) owns Shares equal to 100% of the number of Purchased Shares, CPPIB will be entitled The Company shall take all necessary actions to nominate for appointment or as a candidate the Investor Director for election to the Board one CPPIB Director Nominee by the stockholders at the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”). (i) If at any time prior to the 2019 Annual Meeting Investor’s aggregate ownership of Company Common Stock decreases to less than eight percent (8.0%) of the then-outstanding Company Common Stock (other than as the result of a share issuance or similar Company action that increases the number of outstanding shares of Company Common Stock (other than ordinary course compensatory equity issuances to management), in which event the eight percent (8.0%) threshold shall be correspondingly reduced to give effect to such share issuance), then this Agreement shall be null and void ab initio and there shall be no obligation on the Company to nominate another person the Investor Director for appointment or election in that person’s place should that person’s office be vacated. 2.2 CPPIB shall consult with the Nominating and Governance Committee to select a mutually agreeable CPPIB Director Nominee to be nominated by the Nominating and Governance Committee for appointment or election to the Board. (ii) If the Investor Director is unable or unwilling to serve as a director for any reason, resigns as a director or is removed as a director prior to the expiration of the Standstill Period (as defined herein), and at such time Investor has aggregate ownership of at least eight percent (8.0%) of the then-outstanding Company Common Stock (the “Minimum Ownership Threshold”) (other than as the result of a share issuance or similar Company action that increases the number of outstanding shares of Company Common Stock (other than ordinary course compensatory equity issuances to management), in which event the Minimum Ownership Threshold shall be correspondingly reduced to give effect to such share issuance), Investor shall have the ability to recommend a substitute director in accordance with this Section 1(a)(ii) (any such replacement nominee shall be referred to as the “Investor Replacement Director”). Any Investor Replacement Director recommended by Investor shall be required to (i) qualify as “independent” pursuant to the U.S. Securities and Exchange Commission (the “SEC”) and the listing standards of any exchange on which the securities of the Company are listed and (ii) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. The Board, after taking into account the relevant financial and business experience of the proposed Investor Replacement Director, shall promptly (such agreement and in no case later than ten (10) business days) make the determination whether the Investor Replacement Director is approved to be appointed to the Board, in each case, as reasonably determined by the Nominating Board. In the event the Board does not nominate such Investor Replacement Director for election at the 2019 Annual Meeting, or after the 2019 Annual Meeting, appoint such Investor Replacement Director to the Board, Investor shall have the right to recommend additional substitute person(s) until an Investor Replacement Director stands for election at the 2019 Annual Meeting, or after the 2019 Annual Meeting, is appointed to the Board, subject to this Section 1(a)(ii). Any Investor Replacement Director appointed to the Board in accordance with this Section 1(a)(ii) will be legally bound by the terms and Governance Committee conditions applicable to the Investor Director under this Agreement. Following the appointment of any Investor Replacement Director to replace the Investor Director in accordance with this Section 1(a)(ii), any reference to the Investor Director herein shall be deemed to include such replacement director. If at any time Investor’s aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act (as defined herein)) of Company Common Stock decreases to less than the Minimum Ownership Threshold, the right of Investor pursuant to this Section 1(a)(ii) to participate in the recommendation of an Investor Replacement Director to nominate a substitute Investor Director prior to the 2019 Annual Meeting or fill the vacancy caused by the resignation or removal of the Investor Director or any Investor Replacement Director following the 2019 Annual Meeting shall automatically terminate. Prior to the nomination or appointment of any Investor Replacement Director to the Board, (i) Investor will deliver to the Company an irrevocable resignation letter pursuant to which the Investor Replacement Director shall offer to resign from the Board and all applicable committees and subcommittees thereof if, at any time after the 2019 Annual Meeting, Investor’s aggregate beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), of Company Common Stock decreases to less than the Minimum Ownership Threshold, such irrevocable resignation not to be unreasonably withheld or delayed)effective until the Board shall have accepted such resignation, which acceptance shall be made within the sole and absolute discretion of the Board, and (ii) the Investor Replacement Director will submit to the Board the information, documentation and acknowledgements set forth in Section 1(b)(iv) of this Agreement. (iii) The Company shall include the Investor Director on its slate of directors to be elected to the Board at the 2019 Annual Meeting and at each meeting of stockholders subsequent to the 2019 Annual Meeting held for the purposes of electing directors during the Standstill Period at which the Investor Director’s term expires and shall use its reasonable best efforts (which shall include the solicitation of proxies) to support cause the nomination election of the CPPIB Investor Director Nominee at the 2019 Annual Meeting (it being understood that such efforts shall not be less than the efforts used by the Nominating Company to cause the election of any other non-management director nominee nominated by the Company) and Governance Committeeat each subsequent meeting of stockholders held for the purposes of electing directors during the Standstill Period at which the Investor Director’s term expires. CPPIB agrees that it shall use its reasonable best efforts to select a CPPIB Director Nominee that is neither a citizen nor a resident of the United States. In the event that CPPIB’s initial CPPIB Director Nominee is not acceptable to the Nominating and Governance Committee (acting reasonablyNotwithstanding this Section 1(a)(iii), CPPIB shall have the right to propose additional CPPIB Director Nominee(s) until a candidate is mutually agreed between CPPIB and the Nominating and Governance Committee. For the avoidance of doubt, the Nominating and Governance Committee, in considering any CPPIB Director Nominee, shall have the discretion to consider all relevant factors in evaluating such nominee, including, but not limited to, the current composition of the Board, the areas of expertise represented or needed on the Board and the preference for geographic or other diversity of the Board. 2.3 Following mutual agreement of the CPPIB Director Nominee, the Company shall use its reasonable best efforts may determine not to put forward such CPPIB Director Nominee for election at the next applicable AGM or take such other steps as are required to have such CPPIB Director Nominee elected or appointed to the Board. If applicable, the Company shall include the CPPIB Investor Director Nominee in the list on its slate of nominees for election in each Proxy Statement following CPPIB’s nomination of such CPPIB Director Nominee in accordance with this Clause 2 and take the same or equivalent steps directors to support the election of such CPPIB Director Nominee as the Company takes to support all other nominee Non-Executive Directors. Upon the closing of the Investment, the Company shall use its reasonable best efforts to have the initial CPPIB Director Nominee appointed by the Board as soon as possible to act as Director in Class III of the Board, filling a vacancy in such Class by an increase in the size of the Board. 2.4 If the office of a CPPIB Director Nominee is vacated or he is not re-be elected as a CPPIB Director Nominee, CPPIB will be entitled, by giving written notice to the Company, to nominate a replacement CPPIB Director Nominee for appointment or as a candidate for election. 2.5 Unless CPPIB gives written notice to the Company that it does not wish Board at any annual meeting of the CPPIB Director Nominee it has appointed to Company’s stockholders at which the Investor Director’s term expires, in which case, this Agreement shall terminate upon written notice (which notice must be nominated for re-election at the time that such CPPIB Director Nominee is required to seek re-election pursuant delivered no later than thirty (30) days prior to the Constitutional Documents, deadline for the Company shall (subject to the other provisions of this Agreement) use its reasonable best efforts to ensure that the CPPIB Director Nominee is recommended as a candidate for re-election. 2.6 In the event that CPPIB (together with its Affiliates) ceases to own Shares equal to 100% submission of the number nomination notice for such annual meeting of Purchased Shares, stockholders) to Investor of such determination not to nominate the CPPIB Investor Director Nominee shall offer to resign from the Board. The Board shall, in its sole discretion, decide to accept or decline such resignation (for the avoidance of doubt, the CPPIB Director Nominee shall not be precluded from resigning from the Board in accordance with the Constitutional Documents and applicable law, and the CPPIB Director Nominee shall be subject to removal from the Board in accordance with the Constitutional Documents or applicable law). 2.7 Any nomination for appointment or election of a CPPIB Director Nominee by CPPIB under this Clause 2 shall be by notice in writing delivered to the Company Secretary of the Company and signed on behalf of CPPIB by an authorised signatory. 2.8 CPPIB shall be responsible for the remuneration and expenses owed to the CPPIB Director Nominee in respect of his services rendered to the Board.