Common use of Supervisory Board Clause in Contracts

Supervisory Board. 3.1 Following the date hereof and subject to Clauses 3.2 and 3.3, Athyrium shall have the right to designate one person for nomination as a Supervisory Board member and to designate a replacement for such Supervisory Board member. Except to the extent prohibited by Applicable Law, the Company shall procure that the person who, in the future, will be designated by Athyrium as the Athyrium Supervisory Board Member shall be nominated for appointment by the General Meeting. Athyrium shall consult with the Company as to the identity of the Athyrium Supervisory Board Member, from time to time proposed to be appointed to the Supervisory Board by Athyrium, for the purpose of assessing the suitability of such person to serve as a member of the Supervisory Board. Any negative advice by the Company shall be based solely upon the experience, expertise and suitability of such person for his or her role as a Supervisory Board member. For the avoidance of doubt, it is hereby noted that the consultation right shall in no event be seen as a veto right for the Company and it is up to Athyrium’s sole discretion whether or not it will follow the Company’s advice. Such person need not be an Independent Supervisory Board Member. If the Athyrium Supervisory Board Member is to be replaced, the Company shall as soon as reasonably practicable convene a General Meeting for the appointment of a replacement. 3.2 Each of Athyrium, Norgine, and Korys hereby agrees to propose for nomination to the Supervisory Board one individual selected by each of Athyrium, Norgine, and Korys; provided, that, Athyrium’s right under this Clause 3 to designate for nomination a person as a Supervisory Board member and to propose replacements for the Athyrium Supervisory Board Member shall lapse upon the Athyrium Group directly or indirectly holding less than 15% of the aggregate Shares, and upon such occurrence Athyrium shall not have the right to designate any person for nomination by the Supervisory Board as a Supervisory Board member. Each of Athyrium, Norgine, and Korys agrees to vote in a manner consistent with the matters agreed to by each of Athyrium, Norgine, and Korys in this Clause 3.2 (including, for the avoidance of doubt, voting to appoint to the Supervisory Board the individuals selected for nomination). 3.3 Upon the shareholding in the Company of Athyrium falling below the threshold stated in Clause 3.2, Athyrium shall procure the resignation of its Supervisory Board member within ten Business Days after such occurrence, unless the chairperson of the Supervisory Board requests Athyrium before expiry of such period in writing to maintain its Supervisory Board member for a certain period and Athyrium consents to such extension. 3.4 The Company acknowledges that none of the Athyrium Supervisory Board Member, the Korys Supervisory Board Member, or the Norgine Supervisory Board Member shall have a conflict of interest with the Company within the meaning of section 2:140(5) of the Civil Code by reason only of his or her affiliation with, respectively, the Athyrium Group, Korys, or Norgine. 3.5 In consideration for services rendered in connection with his or her duties as a member of the Supervisory Board and so long as such individual is not a full-time investment employee or full-time consultant of Athyrium (whether or not such individual receives some compensation from Athyrium through a consulting or other arrangement), the Athyrium Supervisory Board Member shall receive an annual fee initially equal to €25,000 (subject to modification consistent with any modification of annual fees paid to similarly situated members of the Supervisory Board) and, following receipt of detailed invoices, the Company shall reimburse the Athyrium Supervisory Board Member for expenses reasonably and directly incurred in connection with such services, provided that any expense in excess of €1000 shall require the prior written consent of the Company in order to be reimbursed. 3.6 The Company hereby undertakes that it shall advance expenses incurred by an Athyrium Supervisory Board Member in defending any action, suit or proceeding and pay such expenses reasonably and directly incurred as soon as reasonably possible after having been provided with the detailed invoices, prior to the final determination of such claim; provided that such Athyrium Supervisory Board Member agrees in writing to promptly repay such amounts to the Company if it is ultimately determined that such Athyrium Supervisory Board Member is not entitled to be indemnified under clause 20 of the Articles.

Supervisory Board. 3.1 Following 5.1 VersaPoint will have a Supervisory Board which shall advise the date hereof Management Board of VersaPoint. The Supervisory Board shall consist of one or more Supervisory Directors who are appointed, suspended and subject to Clauses 3.2 dismissed by the General Meeting of Shareholders, all in accordance with article 5.3. 5.2 Each Shareholder A and 3.3, Athyrium B holding at least 10% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall have the right to designate nominate one person Supervisory Director and an additional Supervisory Director for nomination as a each additional full 20% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) held by such Shareholder. 5.3 The right to nominate the chairman of the Supervisory Board member will alternate between Shareholder A and Shareholder B every year as from the date hereof, provided that a Shareholder A or B who holds less than 50% of the outstanding share capital of VersaPoint (any C-Shares not taken into account) shall not be entitled to designate a replacement for such nominate the chairman. VersaTel shall have the right to nominate the chairman during the 10,5 months period starting 31st March 2000 up to and including 15 February 2001 and NorthPoint shall have the right to nominate the chairman during the following 10,5 months period starting 16th February 2001 up to and including 31st December 2001. Thereafter the right to nominate the chairman shall alternate each following calendar year, starting with VersaTel having the right to nominate the chairman during 2002. 5.4 The Supervisory Board memberdecides by simple majority vote in a meeting where a majority of the Supervisory Directors in office are present or represented. Except to the extent prohibited by Applicable LawIn case of a deadlock, the Company shall procure that chairman of the person whoSupervisory Board will cast the deciding vote. However, if the Supervisory Board does not resolve to adopt the AOPB proposed by the CEO pursuant to Article 9.2 by simple majority, the chairman cannot cast a deciding vote 5.5 The Shareholders undertake vis-a-vis each other to vote in the future, will be designated by Athyrium as General Meeting of Shareholders -- and the Athyrium Shareholders A and B shall vote in the combined meeting of holders of A-Shares and B-Shares -- for the Supervisory Board Member shall be Director nominated for appointment by the General Meeting. Athyrium shall consult Shareholders A and B in accordance with the Company as provisions of this Agreement. 5.6 The above provisions apply mutatis mutandis to the identity of the Athyrium Supervisory Board Member, from time to time proposed to be appointed to the Supervisory Board by Athyrium, a proposal for the purpose of assessing dismissal and the suitability of such person to serve as a member suspension of the Supervisory Board. Any negative advice Director nominated by a Shareholder A or B. 5.7 The remuneration for the Company Supervisory Directors who are not employed by a Shareholder A or B or any of their group companies shall be based solely upon the experience, expertise and suitability of such person for his or her role as a Supervisory Board member. For the avoidance of doubt, it is hereby noted that the consultation right shall in no event be seen as a veto right for the Company and it is up to Athyrium’s sole discretion whether 20.000 Euro per annum plus cost compensation and such Supervisory Directors shall be eligible to receive options under the Employee Stock Option Plan. Supervisory Directors who are employed by a Shareholder A or not it will follow the Company’s advice. Such person need not B or any of their group companies shall be an Independent Supervisory Board Member. If the Athyrium Supervisory Board Member is to be replaced, the Company shall as soon as reasonably practicable convene a General Meeting compensated only for the appointment of a replacementcosts. 3.2 Each of Athyrium, Norgine, and Korys hereby agrees to propose for nomination to the Supervisory Board one individual selected by each of Athyrium, Norgine, and Korys; provided, that, Athyrium’s right under this Clause 3 to designate for nomination a person as a Supervisory Board member and to propose replacements for the Athyrium Supervisory Board Member shall lapse upon the Athyrium Group directly or indirectly holding less than 15% of the aggregate Shares, and upon such occurrence Athyrium shall not have the right to designate any person for nomination by the Supervisory Board as a Supervisory Board member. Each of Athyrium, Norgine, and Korys agrees to vote in a manner consistent with the matters agreed to by each of Athyrium, Norgine, and Korys in this Clause 3.2 (including, for the avoidance of doubt, voting to appoint to the Supervisory Board the individuals selected for nomination). 3.3 Upon the shareholding in the Company of Athyrium falling below the threshold stated in Clause 3.2, Athyrium shall procure the resignation of its Supervisory Board member within ten Business Days after such occurrence, unless the chairperson of the Supervisory Board requests Athyrium before expiry of such period in writing to maintain its Supervisory Board member for a certain period and Athyrium consents to such extension. 3.4 The Company acknowledges that none of the Athyrium Supervisory Board Member, the Korys Supervisory Board Member, or the Norgine Supervisory Board Member shall have a conflict of interest with the Company within the meaning of section 2:140(5) of the Civil Code by reason only of his or her affiliation with, respectively, the Athyrium Group, Korys, or Norgine. 3.5 In consideration for services rendered in connection with his or her duties as a member of the Supervisory Board and so long as such individual is not a full-time investment employee or full-time consultant of Athyrium (whether or not such individual receives some compensation from Athyrium through a consulting or other arrangement), the Athyrium Supervisory Board Member shall receive an annual fee initially equal to €25,000 (subject to modification consistent with any modification of annual fees paid to similarly situated members of the Supervisory Board) and, following receipt of detailed invoices, the Company shall reimburse the Athyrium Supervisory Board Member for expenses reasonably and directly incurred in connection with such services, provided that any expense in excess of €1000 shall require the prior written consent of the Company in order to be reimbursed. 3.6 The Company hereby undertakes that it shall advance expenses incurred by an Athyrium Supervisory Board Member in defending any action, suit or proceeding and pay such expenses reasonably and directly incurred as soon as reasonably possible after having been provided with the detailed invoices, prior to the final determination of such claim; provided that such Athyrium Supervisory Board Member agrees in writing to promptly repay such amounts to the Company if it is ultimately determined that such Athyrium Supervisory Board Member is not entitled to be indemnified under clause 20 of the Articles.

Supervisory Board. 3.1 Following 10.1 The supervisory board ("raad van commissarissen") of the date hereof Company, hereinafter referred to as: "the Supervisory Board", shall be composed of four members, to be appointed by the general meeting of shareholders ("algemene vergadering van aandeelhouders") of the Company, hereinafter referred to as "General Meeting of Shareholders". Nesbic and subject to Clauses 3.2 and 3.3, Athyrium shall Cromwilld each have the right to designate nominate one person for nomination as a Supervisory Board member and to designate a replacement for such Supervisory Board member. Except to the extent prohibited by Applicable Law, the Company shall procure that the person who, in the future, will be designated by Athyrium as the Athyrium Supervisory Board Member shall be nominated for appointment by the General Meeting. Athyrium shall consult with the Company as to the identity of the Athyrium Supervisory Board Member, from time to time proposed to be appointed to the Supervisory Board by Athyrium, for the purpose of assessing the suitability of such person to serve as a member of the Supervisory Board. Any negative advice by the Company shall be based solely upon the experience, expertise and suitability of such person for his or her role as a Supervisory Board member. For the avoidance of doubt, it is hereby noted that the consultation right shall in no event be seen as a veto right for the Company and it is up to Athyrium’s sole discretion whether or not it will follow the Company’s advice. Such person need not be an Independent Supervisory Board Member. If the Athyrium Supervisory Board Member is to be replaced, the Company shall as soon as reasonably practicable convene a General Meeting for the appointment of a replacement. 3.2 Each of Athyrium, Norgine, and Korys hereby agrees to propose for nomination to the Supervisory Board one individual selected by each of Athyrium, Norgine, and Korys; provided, that, Athyrium’s right under this Clause 3 to designate for nomination a person as a Supervisory Board member and to propose replacements for the Athyrium Supervisory Board Member shall lapse upon the Athyrium Group directly or indirectly holding less than 15% of the aggregate Shares, and upon such occurrence Athyrium shall not Founders have the right to designate any person for nomination by the Supervisory Board as a Supervisory Board member. Each of Athyrium, Norgine, and Korys agrees to vote in a manner consistent with the matters agreed to by each of Athyrium, Norgine, and Korys in this Clause 3.2 (including, for the avoidance of doubt, voting to appoint to the Supervisory Board the individuals selected for nomination). 3.3 Upon the shareholding in the Company of Athyrium falling below the threshold stated in Clause 3.2, Athyrium shall procure the resignation of its Supervisory Board member within ten Business Days after such occurrence, unless the chairperson nominate two members of the Supervisory Board requests Athyrium before expiry of such period in writing to maintain its Supervisory Board Board. The fourth member for a certain period and Athyrium consents to such extension. 3.4 The Company acknowledges that none of the Athyrium Supervisory Board MemberBoard, the Korys Supervisory Board Memberthat shall be appointed upon nomination of Founders, or the Norgine Supervisory Board Member will have to be acceptable to both Nesbic and Cromwilld. Nesbic and Cromwilld shall have a conflict not withhold their acceptance unreasonably. Shareholders shall vote as shareholders of interest with the Company within the meaning of section 2:140(5) of the Civil Code by reason only of his or her affiliation with, respectively, the Athyrium Group, Korys, or Norgine. 3.5 In consideration for services rendered in connection with his or her duties as such manner that a member of the Supervisory Board and so long as such individual is not a full-time investment employee or full-time consultant nominated by one of Athyrium (whether or not such individual receives some compensation from Athyrium through a consulting or other arrangement)the Shareholders in accordance with the preceding, will be appointed. If an Shareholder requests that the Athyrium member of the Supervisory Board Member nominated by him be dismissed, or suspended Shareholders will vote for such dismissal or suspension. 10.2 The member of the Supervisory Board appointed upon nomination of Nesbic, initially Mr. Xxx xxx Xxxxxx, shall receive an annual fee initially equal to €25,000 (subject to modification consistent with any modification of annual fees paid to similarly situated members be appointed chairman of the Supervisory Board) and, following receipt . The chairman of detailed invoices, the Company shall reimburse the Athyrium Supervisory Board Member for expenses reasonably shall have a casting vote if the Supervisory Board cannot reach a decision due to a tie in votes. The Supervisory Director nominated by Cromwilld shall initially be Mr. Denix X'Xxxxx. Xxe Supervisory Director nominated by Founders shall initially be Mr. Xxxxxxx Xxxxxxx Xxxxx. Nesbic acknowledges the valuable relationship of Mr. Xxx xxx Xxxxxx with Mescx and directly incurred will therefor take into account this relationship in connection with such servicesdeciding on the replacement of Leo xxx Xxxxxx xx a member of the board of supervisory directors, provided that any expense in excess if any. 10.4 The Supervisory Board shall meet at regular intervals but at least four times a year or at the request of €1000 one of its members. 10.5 The Management Board shall require the prior written consent approval of the Supervisory Board for resolutions or when representing the Company in order transactions: - to be reimbursed. 3.6 The acquire, dispose of, encumber, rent, let or otherwise acquire or grant any right to use or enjoy registered property; - to conclude agreements whereby the Company hereby undertakes that it shall advance expenses incurred by an Athyrium Supervisory Board Member is granted a bank credit; - to borrow or lend moneys, except for the use of any bank credit extended to the Company; - to establish or terminate permanent, direct or indirect cooperation with another enterprise; - to participate directly or indirectly in defending the capital of another enterprise or increase or decrease the extent of any actionsuch participation; - to make any investments outside the approved business plan for amounts higher than NLG 50,000 and/or for periods longer than one year; - to provide security in personam or in rem; - to appoint any such officers as contemplated in Article 19, suit or proceeding para. 2 of the Articles of Association, and pay such expenses reasonably determine their powers and directly incurred as soon as reasonably possible after having been provided title; - to conclude settlement agreements; - to act in legal proceedings, including arbitration cases, with the detailed invoicesexception of commencing summary proceedings or any other urgent legal action; - to conclude or amend employment contracts involving an annual remuneration in excess of the maximum premium income as defined in the General Old-Age Pensions Act ("AOW"); - to make a proposal for a merger ("juridische fusie") as defined in Title 7, prior Book 2 of the Dutch Civil Code; - to the final determination file a petition for a winding up order; - to apply for a suspension of such claimpayments; provided that such Athyrium Supervisory Board Member agrees in writing - to promptly repay such amounts to vote on shares held by the Company if it is ultimately determined that such Athyrium Supervisory Board Member is not entitled to be indemnified under clause 20 of the Articlesin other companies.