Common use of Replacement Director Clause in Contracts

Replacement Director. (i) Following the date of this Agreement, if any of the New Directors is unable or unwilling to serve as a director or resigns as a director, then the Atlas Group shall, as long as the Atlas Group is not in material breach of this Agreement (and such material breach has not been cured within ten days after written notice has been delivered by the Company to the Atlas Group of such material breach), have the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person to replace the applicable New Director in accordance with, and subject to, this Section 1(c). (ii) Except as otherwise specified in this Agreement, if a replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1.1(c), all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iii) The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, (B) such Replacement Director satisfying the Director Criteria and (C) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination not to be unreasonably withheld, conditioned or delayed). (iv) The Nominating Committee, acting reasonably and in good faith, shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five Business Days after such candidate has submitted to the Company the documentation required by Section 1(c)(iii)(A)(x) and, if such candidate does not qualify, shall provide the Atlas Group with a written response detailing the reasons for such determination. If the Nominating Committee does not accept a substitute person recommended by the Atlas Group as a Replacement Director, then the Atlas Group will have the right to recommend additional substitute person(s) whose appointment will be subject to the Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c). No later than five Business Days following the recommendation of a candidate for Replacement Director by the Nominating Committee, the Board shall take (or cause to be taken) such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director of the Company for the remainder of the New Director’s term; provided, that if the Board does not approve and appoint such candidate for Replacement Director to the Board, the Parties shall continue to follow the procedures described in this Section 1(c)(iv) until a Replacement Director is approved and appointed to the Board. (v) If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 10% of the Company’s then issued and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group shall lose its rights under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group shall have no further rights under this Section 1.1(c) to recommend or appoint any Replacement Directors.

Replacement Director. (i) Following Effective one year from the date of this AgreementAgreement and in no event prior to such time, if any of the New Directors Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director or director, resigns as a director, then the Atlas Group shall, director or is removed as long as the Atlas Group is not in material breach of this Agreement (and such material breach has not been cured within ten days after written notice has been delivered by the Company a director prior to the Atlas expiration of the Standstill Period, and at such time the Investor Group beneficially owns (as determined under Rule 13d-3 promulgated under the Exchange Act) at least the lesser of such material breach5.0% of the Company’s then outstanding Ordinary Shares and 2,882,918 Ordinary Shares (subject to adjustment for stock splits, stock dividends, reclassifications, combinations and similar adjustments, “Minimum Ownership Threshold”), the Investor Group shall have the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person for appointment to replace the applicable New Director Board in accordance with, and subject to, with this Section 1(c). 1(d) (ii) Except any such replacement nominee shall be referred to as otherwise specified in this Agreement, if a replacement Director (a “Replacement Director”) is appointed to , and if and when such person becomes a director of the Board pursuant to in accordance with this Section 1.1(c1(d), all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iii) The appointment of any Replacement Director person shall be subject to (A) the execution and delivery by such Replacement deemed a New Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms for purposes of this Agreement, and (z) the ). Any Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, (B) such Replacement Director satisfying the Director Criteria and (C) the Board determining in good faith such Replacement Director to must be reasonably acceptable to the Nominating and Corporate Governance Committee (such determination acceptance not to be unreasonably withheld), conditioned or delayed). (iv) and qualify as “independent” pursuant to Nasdaq Stock Market listing standards. The Nominating Committee, acting reasonably and in good faith, Corporate Governance Committee shall make its determination and recommendation (which it shall undertake reasonably and in good faith) regarding whether any candidate for such person meets the foregoing criteria, assuming reasonable availability and responsiveness of such nominee, within ten (10) business days after (1) such nominee as a Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five Business Days after such candidate has submitted to the Company the documentation Onboarding Documentation required by Section 1(c)(iii)(A)(x1(b) andand (2) representatives of the Board have, if requested by the Company, conducted customary interview(s) of such candidate does not qualifynominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(d) as promptly as practicable, shall provide but in any case, assuming reasonable availability and responsiveness of the Atlas Group with a written response detailing nominee, within ten (10) business days after the reasons for Investor Group’s recommendation of such determinationnominee. If In the event the Nominating and Corporate Governance Committee does not accept a substitute person recommended by the Atlas Investor Group as a the Replacement Director, then the Atlas Investor Group will shall have the right to recommend additional substitute person(s) whose appointment will shall be subject to the Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described in this Section 1(c)above. No The Board shall vote on the appointment of such Replacement Director to the Board no later than five Business Days following (5) business days after the Nominating and Corporate Governance Committee recommendation of a candidate for such Replacement Director by the Nominating Committee, the Board shall take (or cause to be taken) such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director of the Company for the remainder of the New Director’s term; provided, however, that if the Board does not approve and appoint such candidate for Replacement Director to the BoardBoard pursuant to this Section 1(d), the Parties parties shall continue to follow the procedures described in of this Section 1(c)(iv1(d) until a Replacement Director is approved and appointed to the Board. (v) If at any time following . Upon a Replacement Director’s appointment to the date of this AgreementBoard, the Atlas Group’s aggregate Beneficial Ownership is less than 10% Board and all applicable committees of the Company’s then issued and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group Board shall lose its rights under this Section 1.1(c) take all necessary actions to recommend or appoint a such Replacement Director to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal or, if the Board or the applicable committee of the Board determines that the Replacement Director does not satisfy the requirements of the Nasdaq Stock Market and applicable law with respect to one service on the applicable committee (which determination shall be made reasonably and in good faith), to an alternative committee of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group shall have no further rights under this Section 1.1(c) to recommend or appoint any Replacement DirectorsBoard.

Replacement Director. (i) Following From the date of this AgreementAgreement until the expiration of the Cooperation Period, if any of the New Directors Director is unable or unwilling to serve as a director or resigns as a director, then the Atlas Group shall, as for so long as (A) the Atlas H Partners Group continuously Beneficially Owns in the aggregate at least the lesser of 3 4,616,307 shares of Common Stock (subject to adjustment for stock splits, reclassifications, Minimum Ownership Level and (B) the H Partners Group is not in material breach of this Agreement (and such material breach has not been cured within ten days after written notice has been delivered by Agreement, the Company to the Atlas H Partners Group of such material breach), have the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person to replace full-time employee of the applicable New Director in accordance with, and subject to, this H Partners Group (who shall not be Xxxxx Xxxxxxxxxxx) (a Full-Time Employee Section 1(c). ) (ii) Except as otherwise specified in this Agreement, any such Replacement Director if a replacement Replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1.1(c)Board, all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. Director (iiiii) The appointment of any Replacement Director shall be subject to (A) such individual being a Full-Time Employee and (B) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (yII) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreementguidel Conduct , and (zIII) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, . (Biii) The appointment of such Replacement Director shall be subject to (A) such Replacement Director satisfying the H Partners Director Criteria Criteria, and (CB) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination not to be unreasonably withheld, conditioned or delayed)acceptable. (iv) The Nominating Committee, acting reasonably and in good faith, shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five Business Days after such candidate has submitted to the Company the documentation required by Section 1(c)(iii)(A)(x) and, if such candidate does not qualify, shall provide the Atlas Group with a written response detailing the reasons for such determination. If the Nominating Committee does not accept a substitute person recommended by the Atlas Group as a Replacement Director, then the Atlas Group will have the right to recommend additional substitute person(s) whose appointment will be subject to the Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c). No later than five Business Days following the recommendation of a candidate for Replacement Director by the Nominating Committee, the Board shall take (or cause to be taken) such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director of the Company for the remainder of the New Director’s term; provided, that if the Board does not approve and appoint such candidate for Replacement Director to the Board, the Parties shall continue to follow the procedures described in this Section 1(c)(iv) until a Replacement Director is approved and appointed to the Board. (v) If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 10% of the Company’s then issued and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group shall lose its rights under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group shall have no further rights under this Section 1.1(c) to recommend or appoint any Replacement Directors.

Replacement Director. During the Standstill Period (i) Following the date of this Agreementas defined below), if any of the New Directors is unable Director or unwilling to serve any Replacement Director resigns as a director or resigns is removed as a director, then the Atlas Group shall, as long as the Atlas Group is not in material breach of this Agreement (and such material breach has not been cured within ten days director after written notice has been delivered by the Company his or her appointment to the Atlas Group Board but prior to the expiration of the Standstill Period, and at such material breachtime Outerbridge beneficially owns in the aggregate at least 4.0% of the Company’s then outstanding shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), Outerbridge shall have the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person to replace the applicable New Director in accordance with, and subject to, with this Section 1(c). 1(a)(iv) (ii) Except any such replacement nominee shall be referred to as otherwise specified in this Agreement, if a replacement Director (a “Replacement Director”). Any Replacement Director must (A) is appointed be reasonably acceptable to the Board pursuant to this Section 1.1(c), all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iii) The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, (B) such Replacement Director satisfying the Director Criteria and (C) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination acceptance not to be unreasonably withheld), conditioned or delayed). (ivB) qualify as “independent” pursuant to New York Stock Exchange listing standards, and (C) have the relevant financial and business experience to be a director of the Company. The Corporate Governance and Nominating Committee, acting reasonably and in good faith, Committee shall make its determination and recommendation recommendation, acting in good faith, regarding whether any candidate for such Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) meets the foregoing criteria within five Business Days business days after (1) such candidate nominee has submitted to the Company the documentation Nomination Documents required for a New Director in Section 1(a)(i), (2) representatives of the Board have conducted customary interview(s) of such nominee and (3) the Company has completed a customary background check of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by Section 1(c)(iii)(A)(x) andthis section as promptly as practicable, if but in any case, assuming reasonable availability of the nominee, within ten business days after Xxxxxxxxxxx’x submission of such candidate does not qualify, shall provide nominee. In the Atlas Group with a written response detailing event the reasons for such determination. If the Corporate Governance and Nominating Committee does not accept a substitute person recommended by Outerbridge as the Atlas Group as a Replacement Director, then the Atlas Group will Outerbridge shall have the right to recommend an additional substitute person(s) person whose appointment will shall be subject to the Corporate Governance and Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c)above. No later than five Business Days following Upon the recommendation of a candidate for Replacement Director nominee by the Corporate Governance and Nominating Committee, the Board shall take (or cause to be taken) vote on the appointment of such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director the Board no later than five business days after the Corporate Governance and Nominating Committee recommendation of the Company for the remainder of the New such Replacement Director’s term; provided, however, that if the Board does not approve and appoint elect such candidate for Replacement Director to the BoardBoard pursuant to this Section 1(a)(iv), the Parties shall continue to follow the procedures described in of this Section 1(c)(iv1(a)(iv) until a Replacement Director is approved and appointed elected to the Board. (v) If at . Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any time following applicable committee of the date Board of which the replaced director was a member immediately prior to such director’s resignation or removal. For purposes of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 10% of the Company’s then issued terms “beneficial owner” and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group shall lose its rights under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group beneficial ownership” shall have no further rights the respective meanings as set forth in Rule 13d-3 promulgated by the U.S. Securities and Exchange Commission under this Section 1.1(c) to recommend or appoint any Replacement Directorsthe Exchange Act (as defined below).

Replacement Director. During the Standstill Period (i) Following the date of this Agreementas defined below), if any of the New Directors is unable Director or unwilling to serve any Replacement Director resigns as a director or resigns is removed as a director, then the Atlas Group shall, as long as the Atlas Group is not in material breach of this Agreement (and such material breach has not been cured within ten days director after written notice has been delivered by the Company his or her appointment to the Atlas Group Board but prior to the expiration of such material breachthe Standstill Period (as defined below), and at such time Xxxxxxxxxxx beneficially owns in the aggregate at least 5.0% of the Company’s then outstanding shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments), Xxxxxxxxxxx shall have the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person to replace the applicable New Director in accordance with, and subject to, with this Section 1(c). 1(a)(iv) (ii) Except any such replacement nominee shall be referred to as otherwise specified in this Agreement, if a replacement Director (a “Replacement Director”). Any Replacement Director must (A) is appointed be reasonably acceptable to the Board pursuant to this Section 1.1(c), all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iii) The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, (B) such Replacement Director satisfying the Director Criteria and (C) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination acceptance not to be unreasonably withheld), conditioned or delayed(B) qualify as “independent” pursuant to New York Stock Exchange listing standards, (C) have the relevant financial and business experience to be a director of the Company, and (D) be independent of Xxxxxxxxxxx (for the avoidance of doubt, the nomination by Xxxxxxxxxxx of such person to serve on the board of another company shall not (in and of itself) cause such person not to be deemed independent of Xxxxxxxxxxx). (iv) . The Corporate Governance and Nominating Committee, acting reasonably and in good faith, Committee shall make its determination and recommendation recommendation, acting in good faith, regarding whether any candidate for such Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) meets the foregoing criteria within five Business Days business days after (1) such candidate nominee has submitted to the Company the documentation Nomination Documents required for a New Director in Section 1(a)(ii), (2) representatives of the Board have conducted customary interview(s) of such nominee and (3) the Company has completed a customary background check of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by Section 1(c)(iii)(A)(x) andthis section as promptly as practicable, if but in any case, assuming reasonable availability of the nominee, within ten business days after Xxxxxxxxxxx’x submission of such candidate does not qualify, shall provide nominee. In the Atlas Group with a written response detailing event the reasons for such determination. If the Corporate Governance and Nominating Committee does not accept a substitute person recommended by Xxxxxxxxxxx as the Atlas Group as a Replacement Director, then the Atlas Group will Xxxxxxxxxxx shall have the right to recommend an additional substitute person(s) person whose appointment will shall be subject to the Corporate Governance and Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c)above. No later than five Business Days following Upon the recommendation of a candidate for Replacement Director nominee by the Corporate Governance and Nominating Committee, the Board shall take (or cause to be taken) vote on the appointment of such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director the Board no later than five business days after the Corporate Governance and Nominating Committee recommendation of the Company for the remainder of the New such Replacement Director’s term; provided, however, that if the Board does not approve and appoint elect such candidate for Replacement Director to the BoardBoard pursuant to this Section 1(a)(iv), the Parties shall continue to follow the procedures described in of this Section 1(c)(iv1(a)(iv) until a Replacement Director is approved and appointed elected to the Board. (v) If at . Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Replacement Director to any time following applicable committee of the date Board of which the replaced director was a member immediately prior to such director’s resignation or removal. For purposes of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 10% of the Company’s then issued terms “beneficial owner” and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group shall lose its rights under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group beneficial ownership” shall have no further rights the respective meanings as set forth in Rule 13d-3 promulgated by the U.S. Securities and Exchange Commission under this Section 1.1(c) to recommend or appoint any Replacement Directorsthe Exchange Act (as defined below).

Replacement Director. (i) Following From the date of this AgreementAgreement until the expiration of the Cooperation Period, if any of the New Directors Director is unable or unwilling to serve as a director or resigns as a director, then the Atlas Group shall, as for so long as (A) the Atlas H Partners Group continuously Beneficially Owns in the aggregate at least the lesser of 3.0% of the Company’s then outstanding Common Stock and 4,616,307 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (such lesser amount, the “Minimum Ownership Level”) and (B) the H Partners Group is not in material breach of this Agreement (and such material breach has not been cured within ten days after written notice has been delivered by Agreement, the Company to the Atlas H Partners Group of such material breach), shall have the ability within 30 days of such the New Director’s departure from the Board to recommend a substitute person full-time employee of the H Partners Group (who shall not be Xxxxx Xxxxxxxxxxx) (a “Full-Time Employee”) to replace the applicable New Director in accordance with, and subject to, with this Section 1(c) (any such replacement director, a “Replacement Director”). (ii) . Except as otherwise specified in this Agreement, if a replacement Replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1.1(c)Board, all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iiiii) The appointment of any Replacement Director shall be subject to to (A) such individual being a Full-Time Employee and (B) the execution and delivery by such Replacement Director of (xI) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (yII) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of Board members generally, including the Company, subject to ’s Code of Business Conduct and the terms of this AgreementCompany’s Xxxxxxx Xxxxxxx Policy, and (zIII) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, . (Biii) The appointment of such Replacement Director shall be subject to (A) such Replacement Director satisfying the H Partners Director Criteria Criteria, and (CB) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination not to be unreasonably withheld, conditioned or delayed)acceptable. (iv) The Nominating Committee, acting reasonably and in good faith, Committee shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five 10 Business Days after such candidate has submitted to the Company the documentation required by this Section 1(c)(iii)(A)(x) and1(c); provided, however, if such the H Partners Group recommends Xxxxx Xxxxxx as its candidate does not qualifyfor Replacement Director, then the Board and all applicable committees thereof shall provide take all necessary actions to appoint Xx. Xxxxxx as the Atlas Group with a written response detailing Replacement Director within 10 Business Days of his nomination to be the reasons for such determinationReplacement Director. If the Nominating Committee does not accept a substitute person recommended by the Atlas H Partners Group as a Replacement Director, then the Atlas H Partners Group will have the right to recommend additional substitute person(s) whose appointment will be subject to the Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c). No later than five Business Days following Upon the recommendation of a candidate for Replacement Director by the Nominating Committee, the Board shall take (or cause review and vote on the appointment of such candidate to be taken) the Board no later than 10 Business Days after the Nominating Committee’s recommendation of such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director of the Company for the remainder of the New Director’s termcandidate; provided, that if the Board does not approve and appoint such candidate for Replacement Director to the Board, the Parties shall continue to follow the procedures described in this Section 1(c)(iv) until a Replacement Director is approved and appointed to the Board. (v) If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 10% of the Company’s then issued and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group shall lose its rights under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group shall have no further rights under this Section 1.1(c) to recommend or appoint any Replacement Directors.

Replacement Director. (i) Following During the date of this AgreementCooperation Period, if any of the New Directors Director is unable or unwilling to serve as a director, resigns as a director or resigns is removed as a director, then the Atlas Group shall, as and so long as the Atlas Engaged Group is not continuously Beneficially Owns in material breach the aggregate at least 50% of this Agreement the Maximum Ownership Amount (as defined below) (subject to adjustment for stock splits, reclassifications and such material breach has not been cured within ten days after written notice has been delivered by combinations, the “Ownership Minimum”), then the Engaged Group and the Company shall work together to identify a mutually acceptable replacement director who satisfies the Atlas Group of such material breach), have Director Criteria (as defined below) to fill the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person to replace the applicable New Director resulting vacancy in accordance with, and subject to, with this Section 1(c). ) (ii) Except as otherwise specified in this Agreementany such replacement director, if a replacement Director (a “Replacement Director”) is appointed to serve until the Board pursuant to this Section 1.1(c), all references in this Agreement to next annual meeting of the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iii) stockholders of the Company. The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the CompanyDirector’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection compliance with the appointment or election of new Board members, (yrequirements provided in Section 1(d)(v) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes herein; and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, (B) such Replacement Director satisfying the Director Criteria review and (C) approval by the Nominating and Corporate Governance Committee of the Board, the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination not to be unreasonably withheld, conditioned or delayed). (iv) The Nominating Committee, acting reasonably and in good faith, shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five Business Days after such candidate has submitted to as well as the Company the documentation required by Section 1(c)(iii)(A)(x) and, if such candidate does not qualify, shall provide the Atlas Group with a written response detailing the reasons for such determinationEngaged Group. If the Nominating Committee does not accept a substitute person recommended by the Atlas Group as Upon a Replacement Director, then the Atlas Group will have the right to recommend additional substitute person(s) whose ’s appointment will be subject to the Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c). No later than five Business Days following the recommendation of a candidate for Replacement Director by the Nominating Committee, the Board shall take (or cause to be taken) such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director of the Company for the remainder of the New Director’s term; provided, that if the Board does not approve and appoint such candidate for Replacement Director to the Board, the Parties Board and all applicable committees of the Board shall continue to follow the procedures described in this Section 1(c)(iv) until a consider whether such Replacement Director is approved and has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall consider in good faith appointing the Replacement Director to other committees of the Board. (v) If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 10% of the Company’s then issued and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group shall lose its rights under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group shall have no further rights under this Section 1.1(c) to recommend or appoint any Replacement Directors.

Replacement Director. (i) Following From the date of this AgreementAgreement until the expiration of the Cooperation Period, if any of the New Directors Director is unable or unwilling to serve as a director or resigns as a director, then the Atlas Group shall, as for so long as (x) the Atlas H Partners Group continuously Beneficially Owns in the aggregate at least the lesser of 3.0% of the Company’s then outstanding Common Stock and 2,535,734 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (such lesser amount, the “Minimum Ownership Level”) and (y) the H Partners Group is not in material breach of this Agreement (and such material breach has not been cured within ten days after written notice has been delivered by the Company to the Atlas Agreement, H Partners Group of such material breach), shall have the ability within 30 days of such the New Director’s departure from the Board to recommend a substitute person full-time employee of the H Partners Group (who shall not be Xx. Xxxxxx) (a “Full-Time Employee”) to replace the applicable New Director in accordance with, and subject to, with this Section 1(c) (any such replacement director, a “Replacement Director”). (ii) . Except as otherwise specified in this Agreement, if a replacement Replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1.1(c)Board, all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iiiii) The appointment of any Replacement Director shall be subject to (A) such individual being a Full-Time Employee and (B) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, Company and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto. (iii) If the H Partners Group recommends a Full-Time Employee other than Xxxxx Xxxxxx, the appointment of such Replacement Director shall be subject to (BA) such Replacement Director satisfying the H Partners Director Criteria Criteria, and (CB) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination not to be unreasonably withheld, conditioned or delayed)acceptable. (iv) The (A) If the H Partners Group recommends Xxxxx Xxxxxx as its candidate for Replacement Director, then the Board and all applicable committees thereof shall take all necessary actions to appoint Xxxxx Xxxxxx as the Replacement Director within 10 Business Days of his nomination to be the Replacement Director and (B) if the H Partners Group nominates a Full-Time Employee to be its candidate for Replacement Director other than Xxxxx Xxxxxx, then the Nominating Committee, acting reasonably and in good faith, Committee shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five 10 Business Days after such candidate has submitted to the Company the documentation required by this Section 1(c)(iii)(A)(x) and, if such candidate does not qualify, shall provide the Atlas Group with a written response detailing the reasons for such determination1(c). If the Nominating Committee does not accept a substitute person recommended by the Atlas H Partners Group as a Replacement Director, then the Atlas H Partners Group will have the right to recommend additional substitute person(s) whose appointment will be subject to the Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c). No later than five Business Days following Upon the recommendation of a candidate for Replacement Director by the Nominating Committee, the Board shall take (or cause review and vote on the appointment of such candidate to be taken) the Board no later than 10 Business Days after the Nominating Committee’s recommendation of such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director of the Company for the remainder of the New Director’s termcandidate; provided, that if the Board does not approve and appoint such candidate for Replacement Director to the Board, the Parties shall continue to follow the procedures described in this Section 1(c)(iv) until a Replacement Director is approved and appointed to the Board. (v) If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 10% of the Company’s then issued and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group shall lose its rights under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group shall have no further rights under this Section 1.1(c) to recommend or appoint any Replacement Directors.

Replacement Director. (i) Following From the date of this AgreementAgreement until the expiration of the Cooperation Period, if any of the New Directors Director is unable or unwilling to serve as a director or resigns as a director, then the Atlas Group shall, as for so long as (x) the Atlas H Partners Group continuously Beneficially Owns in the aggregate at least the lesser of 3.0% of the Company’s then outstanding Common Stock and 2,535,734 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (such lesser amount, the “Minimum Ownership Level”) and (y) the H Partners Group is not in material breach of this Agreement (and such material breach has not been cured within ten days after written notice has been delivered by the Company to the Atlas Agreement, H Partners Group of such material breach), shall have the ability within 30 days of such the New Director’s departure from the Board to recommend a substitute person full-time employee of the H Partners Group (who shall not be Xx. Xxxxxx) (a “Full-Time Employee”) to replace the applicable New Director in accordance with, and subject to, with this Section 1(c) (any such replacement director, a “Replacement Director”). (ii) . Except as otherwise specified in this Agreement, if a replacement Replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1.1(c)Board, all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iiiii) The appointment of any Replacement Director shall be subject to (A) such individual being a Full-Time Employee and (B) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, Company and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto. (iii) If the H Partners Group recommends a Full-Time Employee other than Xxxxx Xxxxxx, the appointment of such Replacement Director shall be subject to (BA) such Replacement Director satisfying the H Partners Director Criteria Criteria, and (CB) the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination not to be unreasonably withheld, conditioned or delayed)acceptable. (iv) The (A) If the H Partners Group recommends Xxxxx Xxxxxx as its candidate for Replacement Director, then the Board and all applicable committees thereof shall take all necessary actions to appoint Xxxxx Xxxxxx as the Replacement Director within 10 Business Days of his nomination to be the Replacement Director and (B) if the H Partners Group nominates a Full-Time Employee to be its candidate for Replacement Director other than Xxxxx Xxxxxx, then the Nominating Committee, acting reasonably and in good faith, Committee shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five 10 Business Days after such candidate has submitted to the Company the documentation required by this Section 1(c)(iii)(A)(x) and, if such candidate does not qualify, shall provide the Atlas Group with a written response detailing the reasons for such determination1(c)(ii). If the Nominating Committee does not accept a substitute person recommended by the Atlas H Partners Group as a Replacement Director, then the Atlas H Partners Group will have the right to recommend additional substitute person(s) whose appointment will be subject to the Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c). No later than five Business Days following Upon the recommendation of a candidate for Replacement Director by the Nominating Committee, the Board shall take (or cause review and vote on the appointment of such candidate to be taken) the Board no later than 10 Business Days after the Nominating Committee’s recommendation of such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director of the Company for the remainder of the New Director’s termcandidate; provided, that if the Board does not approve and appoint such candidate for Replacement Director to the Board, the Parties shall continue to follow the procedures described in this Section 1(c)(iv1(c)(iii) until a Replacement Director is approved and appointed to the Board. (v) If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 10% of the Company’s then issued and outstanding Voting Securities (the “10% Ownership Level”), then the Atlas Group shall lose its rights under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group shall have no further rights under this Section 1.1(c) to recommend or appoint any Replacement Directors.

Replacement Director. (i) Following From the date of this AgreementAgreement until the Termination Date, if any of the New Directors Director is unable or unwilling to serve as a director, resigns as a director or resigns is removed as a director, then the Atlas Group shall, as and so long as the Atlas Engaged Group is not continuously Beneficially Owns in material breach the aggregate at least the lesser of this Agreement (A) 5.0% of the Company’s then outstanding Common Stock and such material breach has not been cured within ten days after written notice has been delivered by (B) 4,288,937 shares of Common Stock (subject to adjustment for stock splits, reclassifications and combinations, the Company to the Atlas Group of such material breach“Ownership Minimum”), then the Engaged Group shall have the ability within 30 days of such New Director’s departure from the Board to recommend a substitute person person(s) to replace the applicable New Director in accordance with, and subject to, with this Section 1(c). 1(d) (ii) Except as otherwise specified in this Agreementany such replacement director, if a replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1.1(c), all references in this Agreement to the term “New Director” or “New Directors” will include such Replacement Director, as applicable. (iii) . The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement Director of (x) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all agreements, policies, codes and guidelines applicable to non-employee directors of the Company, subject to the terms of this Agreement, and (z) the Replacement Director Irrevocable Letter of Resignation in the form attached as Exhibit B hereto, ; (B) such Replacement Director satisfying the Director Criteria (as defined below); and (C) the approval of the Board determining in good faith such Replacement Director to be reasonably acceptable (such determination it being acknowledged that the Board cannot to be unreasonably withheldwithhold its approval), conditioned or delayedtaking into account the recommendation of the Nominating and Governance Committee of the Board (the “Nominating Committee”). (iv) . The Nominating Committee, acting reasonably and in good faith, Committee shall make its determination and recommendation regarding whether any such candidate for Replacement Director so qualifies pursuant to clauses (B) and (C) of Section 1(c)(iii) within five (5) Business Days after such candidate has submitted to the Company the documentation required by Section 1(c)(iii)(A)(x1(e)(iv) and, if such candidate does not qualify, shall provide below. In the Atlas Group with a written response detailing the reasons for such determination. If event the Nominating Committee does not accept a substitute person recommended by the Atlas Engaged Group as a the Replacement DirectorDirector (it being acknowledged that the Nominating Committee cannot unreasonably withhold its approval), then the Atlas Engaged Group will shall have the right to recommend additional substitute person(s) whose appointment will shall be subject to the Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c)above. No later than five Business Days following Upon the recommendation of a candidate for Replacement Director candidate by the Nominating Committee, the Board shall take (or cause to be taken) review, approve and vote on the appointment of such actions as are necessary and appropriate to appoint the Replacement Director to serve as a director the Board no later than five (5) Business Days after the Nominating Committee’s recommendation of the Company for the remainder of the New such Replacement Director’s term; provided, however, that if the Board does not approve and appoint such candidate for Replacement Director to the BoardBoard (it being acknowledged that the Board cannot unreasonably withhold its approval), the Parties shall continue to follow the procedures described in of this Section 1(c)(iv1(d) until a Replacement Director is approved and appointed to the Board. (v) If at any time following . Upon a Replacement Director’s appointment to the date of this AgreementBoard, the Atlas GroupBoard and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s aggregate Beneficial Ownership is less than 10% departure from the Board, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall consider in good faith appointing the Replacement Director to other committees of the Board. Any Replacement Director designated pursuant to this Section 1(d) replacing the New Director prior to the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the Company’s then issued and outstanding Voting Securities (other nominees. Upon a Replacement Director’s appointment to the “10% Ownership Level”)Board, then such Replacement Director shall be deemed to be the Atlas Group shall lose its rights New Director for all purposes under this Section 1.1(c) to recommend or appoint a Replacement Director with respect to one of the two New Directors. If at any time following the date of this Agreement, the Atlas Group’s aggregate Beneficial Ownership is less than 5% of the Company’s then issued and outstanding Voting Securities (the “5% Ownership Level”), then the Atlas Group shall have no further rights under this Section 1.1(c) to recommend or appoint any Replacement Directors.