Common use of Post-Closing Board of Directors and Executive Officers Clause in Contracts

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately Effective upon or immediately after the Closing, and subject to the Required Shareholder Vote, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board Board, (i) the two four (24) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated who have been nominated by the Company prior to the Closing (the “Company Directors”), at least ) and (ii) three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided persons who have been nominated by the Company’s directors, Purchaser prior to the board of directors Closing (the “Purchaser Director”). At least two (2) of the Surviving Corporation immediately after the Closing shall be the same as the board of directors Purchaser Directors and at least two (2) of the Company immediately prior to the ClosingDirectors shall qualify as independent directors under applicable Nasdaq rules. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors Director shall be Class III I Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. The Parties also agree to cause the board of directors of the Company following the Closing to be identical to that of the Post-Closing Purchaser Board. At or prior to the Closing, the post-Closing Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of at least five (5) individuals, but no more than seven (7) individuals). Immediately after the Closing, the The Parties shall take all necessary action to to, effective immediately following the Closing, designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons individuals that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq NYSE or other applicable stock exchange rules, and (ii) the five three (53) persons that are designated by the Company prior to the Closing, including Xxxxxxx Xxxxxxx as the Chair of the Post-Closing Purchaser Board (the “Company Directors”), at least three two (32) of whom shall be required to qualify as an independent director under Nasdaq NYSE or other applicable stock exchange rules. Subject Any additional directors appointed to resignations provided by the Company’s directors, Post-Closing Board shall be required to qualify as an independent director under NYSE or other applicable stock exchange rules. The Post-Closing Purchaser Board shall consist of three classes of directors serving staggered terms; the Purchaser Directors shall be designated as part of the “middle” class of such directors and Xxxxxxx Xxxxxxx shall be designated as part of the class of directors whose initial term will be the longest. The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each Purchaser Director and Company Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director or Company Director, respectively.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser Pubco to resign, so that effective as of the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Pubco Board (i) six (6) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least four (4) of whom shall be required to qualify as an independent director under Nasdaq rules; (ii) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least and (iii) the one (1) of whom shall qualify as an independent director under Nasdaq rules, person that is mutually agreed upon and (ii) the five (5) persons that are designated by Purchaser and the Company prior to the Closing (the “Company DirectorsIndependent Director”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately At or prior to the Closing, Pubco will provide each Company Director, Purchaser Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Company Director, Purchaser Director or Independent Director. Pursuant to the Amended Purchaser Pubco Charter as in effect as of the Closing, the Post-Closing Purchaser Pubco Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III II Directors. In accordance with the Amended Purchaser Pubco Charter as in effect at the Closing, no director on the Post-Closing Purchaser Pubco Board may be removed without cause. At or prior to the Closing, the Purchaser Pubco will provide each Company Director, Purchaser Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Company Director, Purchaser Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven five (75) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two four (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (54) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three two (32) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided rules and (ii) the one (1) person that is designated by the Company’s directorsPurchaser prior to the Closing (the “Purchaser Director”, and together with the Company Directors the “Directors” and each individually a ”Director”). The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser non-independent Company Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary or appropriate action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven five (75) individuals. Immediately after , all of which shall be designated by the ClosingCompany (each, a “Company Designee”); provided, that at least a majority of the Parties shall take all necessary action to designate Company Designees qualify as “independent directors” under the listing rules of Nasdaq and appoint to Rule 10A-3 of the Exchange Act (“Independent Directors”); provided, further, that the Post-Closing Purchaser Board shall otherwise meet all diversity and other requirements under applicable Law and the listing rules of Nasdaq (i) and the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company Purchaser immediately prior to the ClosingEffective Time shall be removed as of the Effective Time), each such director to hold office in accordance with the Amended Purchaser Organizational Documents, as amended in accordance with their terms. The Company Designees shall have the right to designate the chairperson of the Post-Closing Purchaser Board. Prior to the time at which the Registration Statement is declared effective under the Securities Act, the Company may, by giving the Purchaser written notice, replace any Company Designee with any other individual (so long as the Post-Closing Purchaser Board otherwise satisfies the first sentence of this Section 5.17(a)); provided, however, that the Company shall appoint such Company Designees reasonably in advance so as to cause the Registration Statement to be declared effective and without post-effective amendment, with the understanding that such Registration Statement must include, prior to its effectiveness, the names, biographies and other information relating to such Company Designees. Pursuant to the Amended Purchaser Charter Organizational Documents as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three two classes of directors, with (Ii) one class of directors, the Class I Directorsdirectors, initially serving a one (1) year term, such term effective from the Closing until the first annual meeting of stockholders of the Purchaser occurring after the Closing (but any subsequent Class I Directors directors serving a three two (32) year term), and (IIii) a second class of directors, the Class II Directorsdirectors, initially serving a two (2) year term, such term effective from the Closing until the second annual meeting of stockholders of the Purchaser occurring after the Closing. There will be two (but any subsequent 2) Class II Directors serving a I directors and three (3) year term)Class II directors on the Post-Closing Purchaser Board, and (III) a third class of directors, with the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III II directors consisting of only Independent Directors. In accordance with the Amended Purchaser Charter Organizational Documents as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser Pubco to resign, so that effective as of the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of not less than five (5) and not greater than seven (7) individuals, as such number is determined by Delta prior to the Closing. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Pubco Board (i) one (1) individual that is designated by KAVL prior to the two Closing who will be reasonably acceptable to Delta (2the “KAVL Director”); and (ii) persons up to six (6) individuals (as applicable) that are designated by the Purchaser Delta prior to the Closing (the “Purchaser Delta Directors”). Immediately after the Closing, at least one (1) a majority of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by directors on the Company prior to the Post-Closing (the “Company Directors”), at least three (3) of whom Board shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by directors in accordance with the Company’s directors, the board of directors requirements of the Surviving Corporation immediately after the Closing shall be the same as the board of directors applicable Stock Exchange and satisfy any minimum diversity requirements of the Company immediately prior to the Closingapplicable Stock Exchange in effect at such time. Pursuant to the Amended Purchaser Pubco Charter as in effect as of the Closing, the Post-Closing Purchaser Pubco Board will shall be a classified board with three classes of directors, with (IA) one class of directors, the Class I A Directors, initially serving a one (1) year 1)-year term, such term effective from the Closing (but any subsequent Class I A Directors serving a three (3) year 3)-year term), (IIb) a second class of directors, the Class II B Directors, initially serving a two (2) year 2)-year term, such term effective from the Closing (but any subsequent Class II B Directors serving a three (3) year 3)-year term), and (IIIc) a third class of directors, the Class III C Directors, serving a three (3) year 3)-year term, such term effective from the Closing. The Purchaser Directors KAVL Director shall be a Class III Directors. In accordance with A Director, and the Amended Purchaser Charter as in effect at remaining allocation of directors among the Closing, no director on classes for the Post-Closing Purchaser Pubco Board may shall be removed without cause. At or determined by Delta prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser ParentCo to resign, so that effective as of the Closing, the PurchaserParentCo’s board of directors (the “Post-Closing Purchaser ParentCo Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser ParentCo Board (i) the two (2) persons that are designated by the Purchaser ParentCo prior to the Closing (the “Purchaser ParentCo Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five seven (57) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three four (34) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject The Post-Closing ParentCo Board directors shall be classified, with respect to resignations provided by the Company’s directorsterm for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders to be held following the Closing; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Closing; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held following the Closing. At each succeeding annual meeting of stockholders, beginning with the first annual meeting of stockholders following the Closing, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Three (3) of the Company Directors shall be Class I, two (2) of the Company Directors shall be Class II and two (2) of the Company Directors shall be Class III. One (1) of ParentCo Directors shall be Class II and one (1) of ParentCo Directors shall be Class III. The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without causeParentCo Board. At or prior to the Closing, the Purchaser ParentCo will provide each Purchaser ParentCo Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser ParentCo Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser Pubco to resign, so that effective as of the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of seven five (75) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Pubco Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, rules and (ii) the five three (53) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three two (32) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Pubco Charter as in effect as of the Closing, the Post-Closing Purchaser Pubco Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The One (1) Company Director and one (1) Purchaser Directors Director shall be Class III Directors, and the other Purchaser Director shall be a Class II Director. In accordance with the Amended Purchaser Pubco Charter as in effect at the Closing, no director on the Post-Closing Purchaser Pubco Board may be removed without cause. At or prior to the Closing, the Purchaser Pubco will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably reasonable acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two three (23) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the five six (56) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three four (34) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The One of the Purchaser Directors shall be a Class I Director, one shall be a Class II Director and the third shall be a Class III DirectorsDirector. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. The Parties shall also take all necessary action, including causing the directors and officers of the Company to resign effective as of the Closing, so that the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the Post-Closing Purchaser Board. At or prior to the Closing, the Purchaser will provide each member of the Post-Closing Purchaser Director Board with a customary director indemnification agreement, in form and substance reasonably reasonable acceptable to such Purchaser Directordirector, to be effective upon the Closing (or if later, such director’s appointment).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven nine (79) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five seven (57) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three four (34) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject The Post-Closing Purchaser Board directors shall be classified, with respect to resignations provided by the Company’s directorsterm for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders to be held following the Closing; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Closing; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held following the Closing. At each succeeding annual meeting of stockholders, beginning with the first annual meeting of stockholders following the Closing, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Three (3) of the Company Directors shall be Class I, two (2) of the Company Directors shall be Class II and two (2) of the Company Directors shall be Class III. One (1) of the Purchaser Directors shall be Class II and one (1) of the Purchaser Directors shall be Class III. The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without causeBoard. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven five (75) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) both of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the five three (53) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three one (31) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject The Post-Closing Purchaser Board shall be classified, with respect to resignations provided by the Company’s directorsterm for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders to be held following the Closing (the “Class I Directors”); the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Closing (the “Class II Directors”); and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held following the Closing (the “Class III Directors”). At each succeeding annual meeting of stockholders, beginning with the first annual meeting of stockholders following the Closing, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. One (1) of the Company Directors shall be Class I, one (1) of the Company Directors shall be Class II, and one (1) of the Company Directors shall be Class III. One (1) of the Purchaser Directors shall be Class II, and one (1) of the Purchaser Directors shall be Class III. The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without causeBoard. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Directorthe Parties.

Post-Closing Board of Directors and Executive Officers. (a) a. The Parties shall take all necessary action, including causing the directors of the Purchaser Thunder Bridge II to resign, so that effective as of the Closing, the PurchaserSurviving Pubco’s board of directors (the “Post-Closing Purchaser Surviving Pubco Board”) will consist of seven nine (79) individuals, as set forth below (such persons and any replacements as are appointed or created as a result of the application of the provisions of this Section 5.14, collectively, the “Post-Closing Directors”): five individuals selected by the Company, three selected by Thunder Bridge II and one mutually agreed upon by the Company and Thunder Bridge II. Immediately after If, prior to the Closing, any of the Parties foregoing individuals becomes unable or unwilling to serve as a Post-Closing Director (such individual, a “Withdrawing Director”), (i) if such Withdrawing Director was selected by Thunder Bridge II, Thunder Bridge II shall take all necessary action designate a replacement to serve as a Post-Closing Director in such Withdrawing Director’s stead; (ii) if such Withdrawing Director was selected by the Company, Company Securityholder Representative shall designate a replacement to serve as a Post-Closing Director in such Withdrawing Director’s stead; and appoint (iii) if such Withdrawing Director was mutually selected by the Company and Thunder Bridge II, Thunder Bridge II and Company Securityholder Representative shall designate a replacement to serve as a Post-Closing Director in such Withdrawing Director’s stead, which replacement will be mutually agreeable to Thunder Bridge II and Company Securityholder Representative. At least a majority of the Post-Closing Purchaser Surviving Pubco Board shall consist of “independent” directors for the purposes of the Nasdaq listing rules and regulations. In the event a Withdrawing Director was (ior was expected to be) (A) an “independent” director for purposes of the two Nasdaq listing rules or (2B) persons that are a qualified member of the audit committee of the Post-Closing Surviving Pubco Board, any Person designated by to replace such Withdrawing Director must also be an “independent” director or qualified to serve on the Purchaser prior to audit committee, as applicable. In accordance with the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors Organizational Documents of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter Pubco as in effect as of the Closing, the Parties acknowledge and agree that the Post-Closing Purchaser Surviving Pubco Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are people designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) both of whom shall be required to qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three two (32) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject The Post-Closing Purchaser Board shall be classified, with respect to resignations provided by the Company’s directorsterm for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders to be held following the Closing (the “Class I Directors”); the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Closing (the “Class II Directors”); and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held following the Closing (the “Class III Directors”). At each succeeding annual meeting of stockholders, beginning with the first annual meeting of stockholders following the Closing, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. One (1) of the Company Directors shall be Class I, one (1) of the Company Directors shall be Class II, and one (1) of the Company Directors shall be Class III. One (1) of the Purchaser Directors shall be Class II, and one (1) of the Purchaser Directors shall be Class III. The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without causeBoard. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Directorthe Parties.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser Pubco to resign, so that effective as of the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board individuals comprised of: (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1of whom meets the independence requirements of Rule 5605(c)(2)(A) of whom shall qualify as an independent director under the Nasdaq rules, and ; (ii) the five four (54) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three one (31) of whom shall be required to qualify as an independent director under meets the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules. Subject to resignations provided ; and (iii) one (1) person that is designated by the Company’s directors, with the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), prior to the Closing (the “Mutually Agreed Director”, and together the Purchaser Directors and the Company Directors, the "Initial Directors") who meets the independence requirements of Rule 5605(c)(2)(A) of the Nasdaq rules; provided, however, that in all events the board of directors of Pubco shall comply with applicable composition requirements that may be established from time to time by Nasdaq or the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior SEC and that are applicable to the ClosingPubco (e.g., audit committee financial expertise, etc.). Pursuant to the Amended Purchaser Pubco Charter as in effect as of the Closing, the Post-Closing Purchaser Pubco Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Two of the Company Directors shall be Class III DirectorsDirectors and one of the Purchaser Directors shall be a Class III Director. In accordance with the Amended Purchaser Pubco Charter as in effect at the Closing, no director on the Post-Closing Purchaser Pubco Board may be removed without cause. At or prior to the Closing, the Purchaser Pubco will provide each Purchaser Initial Director with a customary director indemnification agreement, in customary form and substance reasonably acceptable to such Purchaser Directorsubstance.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven five (75) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser DT Directors”), at least one (1) both of whom shall qualify as an independent director directors under Nasdaq rules, and (ii) the five three (53) persons that are designated by the Company prior to the Closing (the “Company Seller Directors”), at least three one (31) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser DT Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. At or Subject to resignations provided by the Company’s directors, the board of directors of the Company immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Each Seller hereby agrees to vote all equity securities of the Company and, after the Closing, the Purchaser will provide each Purchaser Director consistent with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Directorthe terms hereof.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser, that are not Purchaser Directors (as defined below) to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the initial Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three two (32) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by Purchaser hereby designates Prokopios “Akis” Tsirigakis and Xxxxxx Xxxxxxxxxxx as Purchaser Directors and the Company’s directors, the board of directors of the Surviving Corporation immediately Company hereby designates Xxxx Xxxxxxxxx as a Company Director. Promptly after the Closing shall be the same as the board of directors of the Company immediately date hereof, but in any event prior to the Closingdate that the Registration Statement has become effective, the Company shall designate four (4) additional individuals as Company Directors, one of which shall be designated by the Company at such time to serve as the non-executive chairman, in each case, of the Post-Closing Purchaser Board. Notwithstanding the foregoing, in the event that a majority of the Post-Closing Purchaser Board is determined not to be independent, then the size of the Post-Closing Purchaser Board shall be increased to nine (9) individuals and the two (2) new individuals shall be mutually agreed to by the Purchaser and Company. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. At or prior to the Closing, the Purchaser will provide each Company Director and Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of seven (7) individuals, of which four (4) directors (the “Independent Director”) shall be required to qualify as an independent director under Nasdaq rules. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Pubco Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company Seller prior to the Closing (the “Company Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Pubco Charter as in effect as of the Closing, the Post-Closing Purchaser Pubco Board will be a classified board with three two classes of directors, with (I) one class of directors, consisting of two Company Directors designated by the Company and one Purchaser Director designated by the Purchaser (collectively, the “Class I Directors”), initially serving a one (1) year term, such term effective from the Closing (but and any subsequent Class I Directors serving a three two (32) year term), and (II) a second class of directors, consisting of three Company Directors designated by the Company and one (1) Purchaser Directors (collectively, the “Class II Directors”), initially serving a two (2) year term, such term effective from the Closing (but and any subsequent Class II Directors serving a three two (32) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Pubco Charter as in effect at the Closing, no director on the Post-Closing Purchaser Pubco Board may be removed without cause. At or prior to the Closing, the Purchaser Pubco will provide each Purchaser Director, Company Director and the Independent Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director, Company Director or Independent Director.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two one (21) persons that are person designated by the Purchaser prior to the Closing (the “Purchaser DirectorsDirector”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five six (56) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three four (34) of whom shall be required to qualify as an independent director under Nasdaq NYSE rules. Subject The Post-Closing Purchaser Board shall be classified, with respect to resignations provided by the Company’s directorsterm for which they severally hold office, into three classes. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders to be held following the Closing (the “Class I Directors”); the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following the Closing (the “Class II Directors”); and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders to be held following the Closing (the “Class III Directors”). At each succeeding annual meeting of stockholders, beginning with the first annual meeting of stockholders following the Closing, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Two (2) of the Company Directors shall be Class I, two (2) of the Company Directors shall be Class II, and two (2) of the Company Directors shall be Class III. The Purchaser Director shall be Class II. The board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without causeBoard. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.the Parties. 57

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser BVI Pubco to resign, so that effective as of the Closing, the PurchaserBVI Pubco’s board of directors (the “Post-Closing Purchaser BVI Pubco Board”) will consist of seven up to nine (79) individuals. Notwithstanding the foregoing sentence, two (2) individuals who serve as directors of MICT as of the date of this Agreement (the “Continuing Directors”), which Continuing Directors shall be selected by ParagonEx (subject to the agreement of such individuals to serve, and provided further that the selection shall be made prior to the mailing or distribution of the Proxy Statement to the stockholders of MICT), shall serve as members of the Post-Closing BVI Pubco Board until the earlier of the completion of the Spin-Off or 180 days after the Closing. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the initial Post-Closing Purchaser BVI Pubco Board (i) the two up to seven (27) persons that are designated by the Purchaser BNN and ParagonEx prior to the Closing (the “Purchaser Directors”), at least one (1) of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations appointed by BNN and four (4) by ParagonEx), and (ii) the Continuing Directors, provided by the Company’s directors, the board that at least a majority of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser BVI Pubco Board will be a classified board shall qualify as independent directors and shall comply with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closingall applicable Nasdaq rules. The Purchaser Directors shall be Class III Directorsparties hereby agree to designate Darren Mercer as the Chairman of the Post-Closing BVI Pubco Board. In accordance with the Amended Purchaser BVI Pubco Charter as in effect at the Closing, no director on the Post-Closing Purchaser Pubco Board may be removed without cause. At or prior to the Closing, the Purchaser BVI Pubco will provide each Purchaser Director director designated by BNN and ParagonEx with a customary director indemnification agreement, in form and substance reasonably reasonable acceptable to such Purchaser Directordirector. Each post-Closing director or officer of BVI Pubco who was a director or officer of MICT as of the Closing (including the Continuing Directors) shall enter into an indemnification agreement that is not less favorable than the most favorable indemnification agreement entered into by any director designated by BNN or ParagonEx.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser Pubco to resign, so that effective as of the Closing, the PurchaserPubco’s board of directors (the “Post-Closing Purchaser Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Pubco Board (i) the two one (21) persons that are person designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one which individual (1or such successor designated by the Purchaser in its sole discretion) of whom shall qualify as an independent director under Nasdaq NYSE rules, and (ii) the five three (53) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least and (iii) three (3) persons mutually agreed upon by each of the Company and the Purchaser, which approval shall not be unreasonably denied or delayed, all of whom shall be required to qualify as an independent director directors under Nasdaq NYSE rules. Subject to resignations provided by the Company’s directors, the board of directors of the Company Surviving Corporation Subsidiary immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director. As long as the Purchaser has the right to designate the Purchaser Director, Purchaser shall also be permitted to designate one (1) individual (the “Observer”) in writing from time to time to attend all meetings of the Post-Closing Pubco Board and of any committee thereof as a non-voting observer, and such individual shall be provided notice of all Post-Closing Pubco Board meetings at the same time and in the same manner as notice to the directors. The Observer shall be entitled to concurrent receipt of any materials provided to the Post-Closing Pubco Board or any committee thereof, subject to restrictions under applicable Laws or obligations of confidentiality.

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) both of whom shall qualify as an independent director under Nasdaq NYSE rules, and (ii) the five four (54) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three all but one (31) of whom shall be required to qualify as an independent director under Nasdaq NYSE rules and (iii) one (1) additional person, who shall qualify as an independent director under NYSE rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately mutually agreed upon prior to the ClosingClosing by the Purchaser and the Company. Pursuant to In accordance with the Amended Purchaser Charter Organizational Documents as in effect as of at the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I DirectorsDirectors (constituting the two (2) Company Directors who qualify as independent), initially serving a one (1) year term, such initial term effective from the Closing until the first annual meeting of the Purchaser shareholders after the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors (constituting the Purchaser Directors), initially serving a two (2) year term, such initial term effective from the Closing until the second annual meeting of the Purchaser shareholders after the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third a class of directors, the Class III Directors (constituting the remaining Company Directors, ) serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the ClosingOrganizational Documents, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each member of the Post-Closing Purchaser Director Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Directordirector, to be effective upon the Closing (or if later, upon such director’s appointment).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser VIH to resign, so that effective as of the Closing, the Purchaser’s board of directors of Bakkt Pubco (the “Post-Closing Purchaser Bakkt Pubco Board”) will consist of five to seven (5 to 7) individuals. Immediately after members, with one (1) designated by Bakkt Opco, one (1) designated by the ClosingVIH Sponsor, and the remaining members to appointed jointly by Bakkt Opco and the VIH Sponsor (collectively, the Parties “Post-Closing Directors”). The directors to be designated jointly by Bakkt Opco and the VIH Sponsor shall take all necessary action to designate include (i) a majority of “independent” directors for purposes of the listing rules of the exchange on which the Bakkt Pubco Class A Shares are traded and appoint to (ii) at least three qualified members of the audit committee of the Post-Closing Purchaser Bakkt Pubco Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least with one (1) of whom shall qualify as such persons being an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the audit committee financial expert). Bakkt Pubco will not avail itself of any grace periods or “Company Directors”), at least three (3) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations controlled company” exemptions provided by the Company’s directors, the board of directors listing rules of the Surviving Corporation immediately after exchange on which the Closing shall be the same as the board of directors of the Company immediately prior Bakkt Pubco Class A Shares are traded applicable to the Closinginitial Post-Closing Bakkt Pubco Board. Pursuant to the Amended Purchaser Charter as in effect as of At the Closing, the Bakkt Pubco will execute and deliver to each Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I Directors, initially serving a one (1) year term, such term effective from the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors, initially serving a two (2) year term, such term effective from the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third class of directors, the Class III Directors, serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the Closing, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each Purchaser Director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Director.Bakkt Opco and VIH. In accordance with the Organizational Documents of Bakkt Pubco as in effect as of the Closing, the Parties acknowledge and agree that the Post-Closing Bakkt Pubco Board will be a classified board with three classes of directors, with:

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) both of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) three persons that are designated by the Company prior to the Closing (the “Company Directors”)) and (iii) two additional persons, at least three (3) of whom who shall be required to qualify as an independent director directors under Nasdaq rules. Subject to resignations provided , designated by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant , such designees to be reasonably acceptable to the Amended Purchaser. In accordance with the Purchaser Charter Organizational Documents as in effect as of at the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I DirectorsDirectors (constituting the two (2) Company Directors who qualify as independent), initially serving a one (1) year term, such initial term effective from the Closing until the first annual meeting of the Purchaser shareholders after the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors (constituting the Purchaser Directors), initially serving a two (2) year term, such initial term effective from the Closing until the second annual meeting of the Purchaser shareholders after the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third a class of directors, the Class III Directors (constituting the remaining Company Directors, ) serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the ClosingOrganizational Documents, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each member of the Post-Closing Purchaser Director Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Directordirector, to be effective upon the Closing (or if later, upon such director’s appointment).

Post-Closing Board of Directors and Executive Officers. (a) The Parties shall take all necessary action, including causing the directors of the Purchaser to resign, so that effective as of the Closing, the Purchaser’s board of directors (the “Post-Closing Purchaser Board”) will consist of seven (7) individuals, a majority of which will be independent in accordance with Nasdaq rules. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Purchaser Board (i) the two (2) persons that are designated by the Purchaser prior to the Closing (the “Purchaser Directors”), at least one (1) both of whom shall qualify as an independent director under Nasdaq rules, and (ii) the five (5) persons that are designated by the Company prior to the Closing (the “Company Directors”), at least three two (32) of whom shall be required to qualify as an independent director under Nasdaq rules. Subject to resignations provided by the Company’s directors, the board of directors of the Surviving Corporation immediately after the Closing shall be the same as the board of directors of the Company immediately prior to the Closing. Pursuant to the Amended Purchaser Charter Conversion Organizational Documents as in effect as of the Closing, the Post-Closing Purchaser Board will be a classified board with three classes of directors, with (I) one class of directors, the Class I DirectorsDirectors (constituting the two (2) Company Directors who qualify as independent), initially serving a one (1) year term, such initial term effective from the Closing until the first annual meeting of the Purchaser shareholders after the Closing (but any subsequent Class I Directors serving a three (3) year term), (II) a second class of directors, the Class II Directors (constituting the Purchaser Directors), initially serving a two (2) year term, such initial term effective from the Closing until the second annual meeting of the Purchaser shareholders after the Closing (but any subsequent Class II Directors serving a three (3) year term), and (III) a third a class of directors, the Class III Directors (constituting the remaining Company Directors, ) serving a three (3) year term, such term effective from the Closing. The Purchaser Directors shall be Class III Directors. In accordance with the Amended Purchaser Charter as in effect at the ClosingConversion Organizational Documents, no director on the Post-Closing Purchaser Board may be removed without cause. At or prior to the Closing, the Purchaser will provide each Purchaser Director initial director with a customary director indemnification agreement, in form and substance reasonably acceptable to such Purchaser Directordirector.