Common use of Right to Nominate Directors Clause in Contracts

Right to Nominate Directors. The Corporation shall (i) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint one (1) individual designated by the Purchaser and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetings.

Right to Nominate Directors. The Corporation For so long as DMSL’s Right continues to be in effect: (a) DMSL shall be entitled to designate a number of individuals (the “DMSL Director Nominees”) to serve as directors on the board of directors of Primero (the “Board of Directors”) determined by multiplying (i) take all corporate action necessary DMSL’s Percentage by (ii) the number of directors comprising the Board of Directors from time to immediately cause time, with the product rounded down to the closest whole number of directors. The number of DMSL Director Nominees to which DMSL is entitled as at the date hereof is three. The DMSL Director Nominees will be nominated, proposed for election at each meeting of shareholders of Primero (the “Shareholders”) at which directors of Primero are to be elected, and serve as directors of Primero, provided that each DMSL Director Nominee consents in writing to serve as a director and is eligible under the BCBCA to serve as a director. In the event that the size of the Corporation's Board of Directors is increased or decreased after the date hereof, the number of persons DMSL are entitled to designate to be nominated, proposed for election and serve as directors of Primero, shall be increased by one and appoint one (1) individual designated or decreased, as applicable, to such number, rounded down to the closest whole number of directors, as is equal to DMSL’s Percentage multiplied by the Purchaser and reasonably acceptable number of directors comprising the Board of Directors. (b) DMSL shall consult with Primero with regard to the Corporation's Board individuals which DMSL shall put forward as the DMSL Director Nominees, however, Primero acknowledges that the selection of the DMSL Director Nominees is solely within the discretion of DMSL. (it being agreed that any of Purchaser's officers who also serves c) Primero shall take all steps as an executive officer or director of Purchaser shall may be deemed reasonably acceptable necessary to appoint the DMSL Director Nominees to the Corporation's Board)Board of Directors as soon as possible after the execution and delivery of this Agreement. (d) Primero shall cause the DMSL Director Nominees to be included in the slate of nominees proposed by the Board of Directors to its Shareholders for approval as directors at each meeting of the Shareholders where directors are to be elected by Shareholders. (e) Primero shall use all reasonable efforts to cause the election of the DMSL Director Nominees, as a member including soliciting proxies in favour of the election of the DMSL Director Nominees. (f) Primero shall notify DMSL in writing immediately upon determining the date of any meeting at which directors are to be elected and DMSL shall advise Primero and the Board of Directors of the Corporation names of the DMSL Director Nominees at least fifty (50) days prior to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than any meeting at which directors are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board by the Shareholders, or within ten (10) days of Directors at each election being notified of the Corporation's directors record date for such meeting if such record date is within sixty (it being agreed that Purchaser shall be entitled to two (260) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result days of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to meeting. (g) If DMSL does not advise Primero and the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoingDMSL Director Nominees as required by subsection 6(f), shall then DMSL will be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees deemed to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetingshave nominated their incumbent nominees.

Right to Nominate Directors. The Corporation shall (i) take all corporate action necessary to immediately cause the size of the Corporation's Board to be increased by one and appoint one (1) individual designated by the Purchaser and reasonably acceptable to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser ISC shall be deemed reasonably acceptable to the Corporation's Board), as a member of the Board of Directors of the Corporation to fill such vacancy, and (ii) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two (2) designees for election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetings.

Right to Nominate Directors. (a) The Corporation shall (i) take all corporate action necessary Hampstead Stockholders will be entitled to immediately cause the size nominate a portion of the Corporation's Wyndham Board. The portion of the Wyndham Board that Hampstead shall be entitled to nominate shall be increased equal to the nearest whole number obtained by one multiplying the Hampstead Allocable Percentage times the number of directors that are to serve on the Wyndham Board, and appoint one (1) individual designated such number shall be allocated as proportionally as practicable between Inside Directors and Outside Directors based on the total number of Inside Directors and Outside Directors. Each Inside Director nominated by the Purchaser and Hampstead Stockholders shall be a Hampstead Principal or such other Inside Director as is reasonably acceptable to the Corporation's Board Crow/Wyndham Stockholders. The Crow/Wyndham Stockholders (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall be deemed reasonably acceptable to acting with the Corporation's Board), as a member approval of the Board holders of Directors a majority of the Corporation to fill such vacancy, and (iiShares held by the Crow/Wyndham Stockholders) thereafter during the Covered Period use reasonable efforts, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser shall be entitled to two nominate all Inside Directors and all Outside Directors other than those that the Hampstead Stockholders have the right to nominate. The Inside Directors and the Outside Directors that the Stockholder Groups are entitled to nominate are sometimes referred to in this Agreement as "Stockholder Nominees." (2b) designees for election as director if If at any time during the Covered Period Purchaser acquires term of this Agreement the Corporationrelationship between Hampstead's Common Stock hereafter transferred by PenskeAllocable Percentage and the number of directors constituting the Wyndham Board is such that a Stockholder Group has a number of Stockholder Nominees on the Wyndham Board that exceeds the number to which such Stockholder Group is entitled (whether one or more, andan "Excess Nominee"), as a result of such acquisitionStockholder Group, Penske or any of its affiliates loses its rights if requested to nominate a director designee). Each Purchaser designee elected to the Board of Directors shall be indemnified do so by the Corporation other Stockholder Group, will select the Stockholder Nominee who is to be designated the fullest extent permitted by law and, without limiting Excess Nominee and will cause the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees Excess Nominee to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with resign from his or her attendance of Board meetings. In position on the Wyndham Board, and in the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered PeriodExcess Nominee fails to resign, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate Excess Nominee will be removed as provided in all of the Corporation's Board of Directors meetingsthis Agreement.

Right to Nominate Directors. The Corporation shall (a) On the Closing Date, an individual nominated by Equinox Gold (the “Initial Equinox Nominee”) will be appointed to the Board, provided that the Initial Equinox Nominee (i) take is identified by Equinox Gold to the Corporation prior to the Closing Date, (ii) consents in writing to serve as a director, (iii) meets the qualification requirements to serve as a director under the BCBCA, the applicable rules of the TSX and all corporate action necessary other regulatory requirements and (iv) and the Board has approved the nominee, acting reasonably (collectively, the “Director Eligibility Criteria”). (b) For so long as the Equinox Pro Forma Percentage is at least 20%, Equinox Gold shall be entitled to immediately cause designate one individual to be nominated at each meeting of Shareholders at which directors of the Corporation are to be elected (the “Equinox Nominee”). (c) The Corporation agrees that except as otherwise provided herein or with the prior written consent of Equinox Gold, the size of the Corporation's Board shall not be increased above 10 directors. (d) Any Equinox Nominee shall at the time of election or appointment to the Board for the first time meet the Director Eligibility Criteria. (e) The Corporation shall cause the Equinox Nominee to be included in the slate of nominees proposed by the Board to its Shareholders for approval as directors at each meeting of the Shareholders at which directors are to be increased elected by one and appoint one Shareholders. (1f) individual designated The Corporation shall use commercially reasonable efforts to cause the election of the Equinox Nominee, including soliciting proxies in favour of the election of the Equinox Nominee. (g) The Corporation shall notify Equinox Gold in writing promptly upon determining the date of any meeting of shareholders at which directors are to be elected. (h) Equinox Gold shall, after consultation with the Corporation in good faith, advise the Corporation of the identity of the Equinox Nominee within five (5) Business Days following receipt by Equinox Gold of written notice of the Purchaser and reasonably acceptable meeting as set forth in Section 2.1(g). If Equinox Gold does not advise the Corporation of the identity of the Equinox Nominee prior to the Corporation's Board (it being agreed that any of Purchaser's officers who also serves as an executive officer or director of Purchaser shall such deadline, then Equinox Gold will be deemed reasonably acceptable to have nominated the Corporation's Boardincumbent Equinox Nominee(s), . (i) If any Equinox Nominee ceases to hold office as a member of the Board of Directors director of the Corporation to fill such vacancyfor any reason (including death, and (ii) thereafter during the Covered Period use reasonable effortsdisability, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (resignation or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of removal by the Corporation's directors (it being agreed that Purchaser ), Equinox Gold shall be entitled to two nominate an individual (2so long as such individual satisfies the Director Eligibility Criteria) designees for election as director if at any time during to replace him or her and the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by PenskeCorporation shall promptly take commercially reasonable steps to appoint, and, as a result within 15 days of such acquisitionnomination, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected such individual to the Board of Directors to replace the Equinox Nominee who has ceased to hold office. Any such succeeding individual shall thereafter be indemnified by the Corporation to the fullest extent permitted by law and, without limiting the generality of the foregoing, shall be given indemnification agreement protection, if any, by the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by the Corporation to its other outside directors and to reimburse the Purchaser's designee for out-of-pocket expenses reasonably incurred in connection with his or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, the Corporation shall take all corporate action necessary to entitle such designee(s) to attend and participate in all of the Corporation's Board of Directors meetingsan Equinox Nominee.

Right to Nominate Directors. The Corporation shall (ia) take all corporate action necessary to immediately cause On the Closing Date, the size of the Corporation's Board to will be increased to eight directors and an individual nominated by one and appoint one MDCI (1the “Initial MDCI Nominee”) individual designated by the Purchaser and reasonably acceptable will be appointed to the Corporation's Board (it being agreed Board, provided that any the Initial MDCI Nominee consents in writing to serve as a director, meets the qualification requirements to serve as a director under the rules of Purchaser's officers who also serves as an executive officer or director of Purchaser the Exchange, shall be deemed reasonably acceptable eligible under the BCBCA to serve as a director, acknowledges that he or she has read the Corporation's Board), as a member ’s Code of Conduct and Business Ethics and the Board of Directors of has approved the Corporation to fill such vacancynominee, and acting reasonably (iicollectively, the “Director Eligibility Criteria”). (b) thereafter during For so long as the Covered Period use reasonable effortsMDCI Pro Forma Percentage is at least 10%, consistent with and no less than are taken with respect to all other nominees to the Board of Directors, to have such designee (or other reasonably acceptable designee of Purchaser) to be nominated and elected to its Board of Directors at each election of the Corporation's directors (it being agreed that Purchaser MDCI shall be entitled to two designate one individual to be nominated at each meeting of Shareholders at which directors of the Corporation are to be elected (2each, an “MDCI Nominee”). (c) designees for The Corporation agrees that except as otherwise provided herein or with the prior written consent of MDCI, the size of the Board shall not be increased above eight directors. (d) Any MDCI Nominee shall at the time of election as director if at any time during the Covered Period Purchaser acquires the Corporation's Common Stock hereafter transferred by Penske, and, as a result of such acquisition, Penske or any of its affiliates loses its rights to nominate a director designee). Each Purchaser designee elected appointment to the Board for the first time meet the Director Eligibility Criteria. (e) The Corporation shall cause each MDCI Nominee to be included in the slate of Directors shall be indemnified nominees proposed by the Corporation Board to the fullest extent permitted by law and, without limiting the generality its Shareholders for approval as directors at each meeting of the foregoingShareholders where Directors are to be elected by Shareholders. (f) The Corporation shall use commercially reasonable efforts to cause the election of each MDCI Nominee, including soliciting proxies in favour of the election of each MDCI Nominee. (g) The Corporation shall notify MDCI in writing promptly upon determining the date of any meeting wherein Directors are to be given indemnification agreement protectionelected. (h) MDCI shall, if any, by after consultation with the Corporation in the same form as currently in effect for the Corporation's current directors. The Corporation agrees to provide each such Purchaser designee with the same compensation paid by good faith, advise the Corporation of the identity of the MDCI Nominee within five (5) Business Days following receipt by MDCI of written notice of the meeting as set forth in Section 2.1(g). If MDCI does not advise the Corporation of the identity of the MDCI Nominee prior to its other outside directors and such deadline, then MDCI will be deemed to reimburse have nominated the Purchaser's designee incumbent MDCI Nominee(s). (i) If any MDCI Nominee ceases to hold office as a director of the Corporation for out-of-pocket expenses reasonably incurred in connection with his any reason (including death, disability, resignation or removal by MDCI), MDCI shall be entitled to nominate an individual (so long as such individual satisfies the Director Eligibility Criteria) to replace him or her attendance of Board meetings. In the event the Purchaser's designee(s) is (are) not elected as a member of the Board of Directors during the Covered Period, and the Corporation shall promptly take all corporate action necessary commercially reasonable steps to entitle appoint, within 15 days of such designee(s) nomination, such individual to attend and participate in all of the Corporation's Board of Directors meetingsto replace the MDCI Nominee who has ceased to hold office. Any such succeeding individual shall thereafter be an MDCI Nominee.