Common use of Replacement of Directors Clause in Contracts

Replacement of Directors. In the event that any Director ceases for any reason to serve as a member of the Board at any time prior to the Expiration Date (whether due to resignation, removal, death, disability or otherwise), (a) each Stockholder agrees to take all actions within such Stockholder’s control relating to the ownership of Common Stock (including by attending stockholder meetings in person or by proxy for purposes of constituting a quorum, voting all voting securities of Tellurian owned or controlled by such Stockholder, executing written consents in lieu of meetings and nominating persons for election to the Board pursuant to the advance notice provisions of Tellurian’s organizational documents), and (b) Tellurian agrees to take all commercially reasonable actions within its control (including calling Board and stockholder meetings), in each case, to cause the resulting vacancy on the Board to be filled by an individual who has executed and delivered to Total the Dividend Letter and such individual to be duly elected as a director of Tellurian at the earliest practicable time.” 2. Except as set forth herein, the parties’ rights under the Existing Voting Agreement shall remain unaffected and shall continue in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Existing Voting Agreement. 3. This Amendment shall form a part of the Existing Voting Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Existing Voting Agreement shall be deemed a reference to the Existing Voting Agreement as amended hereby (unless the context specifically requires otherwise). 4. THIS AMENDMENT AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THIS AMENDMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). 5. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Facsimile or Portable Document Format (PDF) transmission of any signature will be deemed the same as delivery of an original.

Replacement of Directors. (i) In the event that (A) a vacancy on the Board is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a TZE Designee (other than any Excess Designee(s)) designated by the Shareholder pursuant to Section 2(d) or designated by the Shareholder pursuant to this Section 2(f)(i) or (B) a TZE Designee designated by the Shareholder pursuant to Section 2(d) or designated by the Shareholder pursuant to this Section 2(f)(i) is not elected by the Company’s shareholders at a general meeting of the shareholders of the Company (or in connection with any election by written consent), in each case of clauses (A) and (B), the Shareholder shall have the right, to the extent permitted by applicable laws. to designate a replacement to fill such vacancy (which, in the case of clause (B), shall be an individual that is different from the Designee who was not elected by the Company’s shareholders at such general meeting). The Company shall, to the fullest extent permitted by applicable law, cause such vacancy to be filled by the individual so designated by the Shareholder, and the Board shall promptly take all action necessary to elect or appoint any such individual to the Board in accordance with the Act. Upon the written request of the Shareholder, the Company and the Board shall take all action necessary to remove from the Board, with or without cause, a TZE Designee, and to elect or appoint to the Board any individual designated by the Shareholder as provided in the first sentence of this Section 2(f)(i) to replace such TZE Designee. Any Director designated pursuant to this Section 2(f)(i) shall be considered to be a TZE Designee following such designation and election or appointment to the Board. (ii) In the event that any Independent Director ceases (other than an Independent Director holding the seat for which TZE was entitled to name a TZE Designee but for which XXX elected not to make any reason designation) or the CEO shall cease to serve as a member of Director for any reason, the Board at any time prior to Nominating and Corporate Governance Committee shall as promptly as practicable thereafter, in accordance with the Expiration Date (whether due to resignationNominating and Corporate Governance Committee Charter, removal, death, disability or otherwise), (a) each Stockholder agrees to take all actions within such Stockholder’s control relating to the ownership of Common Stock (including by attending stockholder meetings in person or by proxy for purposes of constituting a quorum, voting all voting securities of Tellurian owned or controlled by such Stockholder, executing written consents in lieu of meetings and nominating persons for election recommend to the Board pursuant an individual who meets the qualifications of an Independent Director or is the CEO, as applicable, for election or appointment to the advance notice provisions of Tellurian’s organizational documents), and (b) Tellurian agrees to take all commercially reasonable actions within its control (including calling Board and stockholder meetings), in each case, to cause the resulting vacancy on the Board to be filled by an individual who has executed fill such vacancy, and delivered the Board shall as promptly as practicable thereafter take all action necessary to Total the Dividend Letter and elect or appoint any such individual to be duly elected as a director of Tellurian at the earliest practicable time.” 2. Except as set forth herein, the parties’ rights under the Existing Voting Agreement shall remain unaffected and shall continue in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Existing Voting Agreement. 3. This Amendment shall form a part of the Existing Voting Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment identified by the parties heretoNominating and Corporate Governance Committee, any reference in accordance with the Nominating and Corporate Governance Committee Charter, to the Existing Voting Agreement shall be deemed a reference to the Existing Voting Agreement as amended hereby (unless the context specifically requires otherwise)Board. 4. THIS AMENDMENT AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THIS AMENDMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). 5. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Facsimile or Portable Document Format (PDF) transmission of any signature will be deemed the same as delivery of an original.

Replacement of Directors. In (a) Upon the event that any Director ceases for any reason to serve as a member of the Board at any time prior to the Expiration Date (whether due to resignation, removal, death, disability or otherwise), (a) each Stockholder agrees to take all actions within such Stockholder’s control relating to the ownership of Common Stock (including by attending stockholder meetings in person or by proxy for purposes of constituting a quorum, voting all voting securities of Tellurian owned or controlled by such Stockholder, executing written consents in lieu of meetings and nominating persons for election to the Board pursuant to the advance notice provisions of Tellurian’s organizational documents), and (b) Tellurian agrees to take all commercially reasonable actions within its control (including calling Board and stockholder meetings), in each case, to cause the resulting vacancy on the Board to be filled by an individual who has executed and delivered to Total the Dividend Letter and such individual to be duly elected resignation as a director of Tellurian at any director other than a Stockholder Group Designee or the earliest practicable time.” 2. Except as set forth hereinCompromise Director, the parties’ rights under remaining directors (excluding the Existing Voting Agreement Stockholder Group Designees and the Compromise Director) shall remain unaffected be entitled to designate a replacement (the “Replacement Director”) for the vacancy resulting therefrom. The Replacement Director shall be promptly reviewed and recommended by the Nominating and Corporate Governance Committee of the Board and elected by the Board. (b) Upon the death, disability or resignation (except pursuant to Section 11(a)) as a director of any Stockholder Group Designee, the Stockholder Group shall continue be entitled to designate a replacement (a “Stockholder Group Replacement Director”) for any vacancy resulting therefrom. The Stockholder Group Replacement Director shall be promptly reviewed and recommended by the Nominating and Corporate Governance Committee of the Board and elected by the Board, provided that the Board (excluding the Stockholder Group Designees) does not advance a reasonable objection to such Stockholder Group Replacement Director (in full force and effect. This Amendment is limited precisely as written and which case such Stockholder Group Replacement Director shall not be deemed elected), and provided further, that if the Board (excluding the Stockholder Group Designees) does advance a reasonable objection to such Stockholder Group Replacement Director, the Stockholder Group shall be an amendment entitled to any other term designate a further Stockholder Group Replacement Director or condition Stockholder Group Replacement Directors subject to the terms herein, until such time as a Stockholder Group Replacement Director is elected to the Board. (c) Upon the death, disability or resignation as a director of the Existing Voting Agreement. 3Compromise Director, the remaining directors (excluding the Stockholder Group Designees) shall be entitled to designate a replacement (a “Replacement Compromise Director”) for the vacancy resulting therefrom. This Amendment The Compromise Replacement Director shall form a part be promptly reviewed and recommended by the Nominating and Corporate Governance Committee of the Existing Voting Agreement for all purposesBoard and elected by the Board, provided that the Stockholder Group Designees do not advance a reasonable objection to such Replacement Compromise Director (in which case such Replacement Compromise Director shall not be elected), and each party thereto and hereto provided further, that if the Stockholder Group Designees do advance a reasonable objection to such Replacement Compromise Director, the remaining directors (excluding the Stockholder Group Designees) shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference entitled to designate a further Replacement Compromise Director or Replacement Compromise Directors subject to the Existing Voting Agreement shall be deemed terms herein, until such time as a reference Replacement Compromise Director is elected to the Existing Voting Agreement as amended hereby (unless the context specifically requires otherwise)Board. 4. THIS AMENDMENT AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THIS AMENDMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). 5. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Facsimile or Portable Document Format (PDF) transmission of any signature will be deemed the same as delivery of an original.

Replacement of Directors. In (a) Upon the event that any Director ceases for any reason to serve as a member of the Board at any time prior to the Expiration Date (whether due to resignation, removal, death, disability or otherwise), (a) each Stockholder agrees to take all actions within such Stockholder’s control relating to the ownership of Common Stock (including by attending stockholder meetings in person or by proxy for purposes of constituting a quorum, voting all voting securities of Tellurian owned or controlled by such Stockholder, executing written consents in lieu of meetings and nominating persons for election to the Board pursuant to the advance notice provisions of Tellurian’s organizational documents), and (b) Tellurian agrees to take all commercially reasonable actions within its control (including calling Board and stockholder meetings), in each case, to cause the resulting vacancy on the Board to be filled by an individual who has executed and delivered to Total the Dividend Letter and such individual to be duly elected resignation as a director of Tellurian at any director other than a Stockholder Group Designee or the earliest practicable time.” 2. Except as set forth hereinCompromise Director, the parties’ rights under remaining directors (excluding the Existing Voting Agreement Stockholder Group Designees and the Compromise Director) shall remain unaffected be entitled to designate a replacement (the "REPLACEMENT DIRECTOR") for the vacancy resulting therefrom. The Replacement Director shall be promptly reviewed and recommended by the Nominating and Corporate Governance Committee of the Board and elected by the Board. (b) Upon the death, disability or resignation (except pursuant to SECTION 11(a)) as a director of any Stockholder Group Designee, the Stockholder Group shall continue be entitled to designate a replacement (a "STOCKHOLDER GROUP REPLACEMENT DIRECTOR") for any vacancy resulting therefrom. The Stockholder Group Replacement Director shall be promptly reviewed and recommended by the Nominating and Corporate Governance Committee of the Board and elected by the Board, provided that the Board (excluding the Stockholder Group Designees) does not advance a reasonable objection to such Stockholder Group Replacement Director (in full force and effect. This Amendment is limited precisely as written and which case such Stockholder Group Replacement Director shall not be deemed elected), and provided further, that if the Board (excluding the Stockholder Group Designees) does advance a reasonable objection to such Stockholder Group Replacement Director, the Stockholder Group shall be an amendment entitled to any other term designate a further Stockholder Group Replacement Director or condition Stockholder Group Replacement Directors subject to the terms herein, until such time as a Stockholder Group Replacement Director is elected to the Board. (c) Upon the death, disability or resignation as a director of the Existing Voting Agreement. 3Compromise Director, the remaining directors (excluding the Stockholder Group Designees) shall be entitled to designate a replacement (a "REPLACEMENT COMPROMISE DIRECTOR") for the vacancy resulting therefrom. This Amendment The Compromise Replacement Director shall form a part be promptly reviewed and recommended by the Nominating and Corporate Governance Committee of the Existing Voting Agreement for all purposesBoard and elected by the Board, provided that the Stockholder Group Designees do not advance a reasonable objection to such Replacement Compromise Director (in which case such Replacement Compromise Director shall not be elected), and each party thereto and hereto provided further, that if the Stockholder Group Designees do advance a reasonable objection to such Replacement Compromise Director, the remaining directors (excluding the Stockholder Group Designees) shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference entitled to designate a further Replacement Compromise Director or Replacement Compromise Directors subject to the Existing Voting Agreement shall be deemed terms herein, until such time as a reference Replacement Compromise Director is elected to the Existing Voting Agreement as amended hereby (unless the context specifically requires otherwise)Board. 4. THIS AMENDMENT AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THIS AMENDMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). 5. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Facsimile or Portable Document Format (PDF) transmission of any signature will be deemed the same as delivery of an original.

Replacement of Directors. In the event that any Director ceases for any reason to serve as a member of the Board (a) If at any time prior to a vacancy is created on the Expiration Date (whether due to resignation, removal, Board of Directors by reason of the death, disability removal or otherwise)resignation of the Partners Director, (a) each Stockholder agrees then Partners shall designate an individual who shall be elected to take all actions within fill such Stockholder’s control relating to vacancy until the ownership of Common Stock (including by attending stockholder meetings in person or by proxy for purposes of constituting a quorum, voting all voting securities of Tellurian owned or controlled by such Stockholder, executing written consents in lieu of meetings and nominating persons for election to the Board pursuant to the advance notice provisions of Tellurian’s organizational documents), and next Stockholders Meeting. (b) Tellurian agrees to take all commercially reasonable actions within its control (including calling Board and stockholder meetings)If at any time, in each case, to cause the resulting a vacancy is created on the Board of Directors by reason of the death, removal or resignation of the First General Atlantic Director or the Second General Atlantic Director as the case may be, then the General Atlantic Stockholders shall designate an individual (reasonably acceptable to Wilsxx xxx the Company) who shall be elected to fill such vacancy until the next Stockholders Meeting. Any vacancy created on the Board of Directors by reason of the death, removal or resignation of the GAP Series F Preferred Director or the GAP Series D/G Preferred Director, as the case may be, shall be filled in accordance with the Charter Documents. (c) If at any time, a vacancy is created on the Board of Directors by reason of the death, removal or resignation of any Wilsxx Xxxector, then the Wilsxx Xxxckholders shall designate an individual who has executed and delivered shall be elected to Total fill such vacancy until the Dividend Letter and next Stockholders Meeting. (d) Subject to Section 10, if at any time, a vacancy is created on the Board of Directors by reason of the death, removal or resignation of the Alltel Director, then the Alltel Stockholders shall designate an individual (reasonably acceptable to Wilsxx xxx the Company) who shall be elected to fill such individual vacancy until the next Stockholders Meeting. (e) If at any time, a vacancy is created on the Board of Directors by reason of the death, removal or resignation of the Motorola Director(s), then Motorola shall designate an individual(s) who shall be elected to be duly elected fill such vacancy until the next Stockholders Meeting. (f) Upon receipt of notice of the designation of a nominee, each Stockholder shall, as a soon as practicable after the date of such notice, take action, including the voting of its or his voting Shares, to elect the director of Tellurian at the earliest practicable time.” 2. Except as set forth hereindesignated by Partners, the parties’ rights under General Atlantic Stockholders, the Existing Voting Agreement shall remain unaffected and shall continue in full force and effect. This Amendment is limited precisely Wilsxx Xxxckholders, the Alltel Stockholders or the Motorola Stockholders, as written and shall not be deemed the case may be, to be an amendment to any other term or condition of the Existing Voting Agreementfill such vacancy. 3. This Amendment shall form a part of the Existing Voting Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Existing Voting Agreement shall be deemed a reference to the Existing Voting Agreement as amended hereby (unless the context specifically requires otherwise). 4. THIS AMENDMENT AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO THIS AMENDMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). 5. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Facsimile or Portable Document Format (PDF) transmission of any signature will be deemed the same as delivery of an original.