Common use of Board Composition Clause in Contracts

Board Composition. 1.1 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the Board of Directors if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph. 1.2 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph.

Board Composition. 1.1 Each (a) On or before February 27, 2014, the Company will (i) take such action as may be necessary to amend Article II, Section 2 of the Holders who is a shareholder Bylaws to increase the size of the Board of Directors from ten (10) to twelve (12) directors and (ii) appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇ III as directors of the Company to serve until the 2014 annual meeting of shareholders. (b) The Company will nominate and recommend each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇ III for election at the Company’s 2014 annual meeting of shareholders as Class I directors of the Company to serve three year terms expiring at the 2017 annual meeting of shareholders; provided that, if any such director is not elected by a majority vote of the shareholders as required by the Company’s Articles of Incorporation, the Company shall have no further obligation to appoint, nominate or who recommend such director under this Agreement. (c) The Company acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, III, a director of the Company, has expressed his intent to retire at the end of his current term which expires at the 2014 annual meeting of shareholders and agrees that the Company will not nominate or recommend ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇ for election as a director of the Company at the 2014 annual meeting of shareholders. The parties agree that, immediately following the 2014 annual meeting of shareholders, the Bylaws shall be amended to reduce the size of the Board of Directors from twelve (12) directors to eleven (11) directors. (d) The Company will nominate and recommend R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for election at the Company’s 2014 annual meeting of shareholders as a shareholder Class II director of the Company to serve a one year term expiring at the 2015 annual meeting of shareholders; provided that, if ▇▇. ▇▇▇▇▇▇▇▇ is not elected by a majority vote of the shareholders as required by the Company’s Articles of Incorporation, the Company shall have no further obligation to appoint, nominate or recommend such director under this Agreement. The parties agree that, immediately following the 2015 annual meeting of shareholders, the Bylaws shall be amended to reduce the size of the Board of Directors from eleven (11) directors to ten (10) directors. (e) The ▇▇▇▇▇▇▇▇ Group agrees to vote for the election of all of the candidates set forth in Sections 2.1(b) and 2.1(d) above at the 2014 annual meeting of shareholders. (f) As a condition to each appointment to the Board of Directors and nomination for election as a director of the Company at the 2014 annual meeting of shareholders, each nominee (i) must provide to the Company such information as is required to be disclosed in proxy statements under applicable law or is otherwise necessary for inclusion on the Board’s slate of nominees, (ii) consents to serve as a director of the Company if elected and (iii) agrees to be bound by all policies, codes and guidelines applicable to the Company’s directors. (g) Should ▇▇. ▇▇▇▇▇ and/or Mr. Tack be unable to serve as a director of the Company at any time following during the date hereofterm of this Agreement, hereby undertakes that immediately following the ▇▇▇▇▇▇▇▇ Group shall be entitled to name a payment by ACCBT of its first USD $1 million towards the Subscription Pricesubstitute nominee, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being electedwho, provided such Holder will vote all of its shares such that ACCBT’s nominees director is independent under NYSE listing standards and reasonably acceptable to the relevant Board Nominating and Governance Committee, shall be nominated, in the case of Directors (and any an annual meeting, or appointed, in the case of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from mid-term vacancy, by the Board of Directors Directors; provided that, if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, such nominee is not elected by a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to majority vote the Holder's shares at any shareholders' meeting of the Company to effect shareholders as required by the foregoing in this paragraph. 1.2 Each Company’s Articles of the Holders who is a shareholder of Incorporation, the Company shall have no further obligation to appoint, nominate or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, recommend such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in director under this paragraphAgreement.

Board Composition. 1.1 Each (a) The Wattles Group hereby withdraws ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as a nominee for election at the Annual Meeting. The Company agrees to nominate three of the Holders Original Five Nominees, excluding ▇▇. ▇▇▇▇, as selected by the Board (such three nominees together, the “Wattles Nominees”) for election to the Board at the Annual Meeting, with one of the Wattles Nominees to serve for a term of three years expiring at the Company’s 2011 Annual Meeting of Shareholders, one of the Wattles Nominees to serve for a term of two years expiring at the Company’s 2010 Annual Meeting of Shareholders, and one to serve for a term of one year expiring at the Company’s 2009 Annual Meeting of Shareholders (the “2009 Meeting”). The Board‘s Nominating & Governance Committee intends to meet with the Original Five Nominees, excluding ▇▇. ▇▇▇▇, within fourteen (14) days following the date of this Agreement to recommend to the Board the Wattles Nominees. The Board acknowledges that the Wattles Group has a preference for ▇▇. ▇▇▇▇▇ ▇. Marcum to be selected as a Wattles Nominee and agrees to not unreasonably fail to select ▇▇. ▇▇▇▇▇▇ as a ▇▇▇▇▇▇▇ Nominee. The Company will file a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) which includes such information regarding the Wattles Nominees as is required by federal securities laws in connection with their nomination by the Company; provided that the Wattles Group will use best efforts to cooperate and provide such required information to the Company. The Board will recommend that the Company’s shareholders vote to elect the Wattles Nominees as directors, will instruct the Company’s shareholders to vote all proxies in favor of their election and will otherwise use reasonable best efforts to cause the election of the Wattles Nominees at the Annual Meeting. The Board will also recommend that the Company’s shareholders vote to elect the Wattles Nominee with a term expiring at the Company’s 2009 Annual Meeting as a director, will instruct the Company’s shareholders to vote all proxies in favor of his election and will otherwise use reasonable best efforts to cause the election of such Wattles Nominee at the Company’s 2009 Annual Meeting. (b) For the avoidance of doubt, in addition to the Wattles Nominees, Company intends to also nominate five individuals for election at the Annual Meeting, with each to serve for a term of three years expiring at the Company’s 2011 Annual Meeting of Shareholders except for one, who will be nominated to serve for a term of two years expiring at the Company’s 2010 Annual Meeting. (c) From and after the date of this Agreement, the Board shall allow ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to be a non-voting observer (but not a member) of the Board and of the Executive Committee with the right to receive notices of, and attend all meetings of the Board and the Executive Committee and receive the same information provided to members of the Board and the Executive Committee in their capacity as such, until such time as the Board selects the Wattles Nominees and (2) the Board shall allow ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ to be a non-voting observer (but not a member of) the Board with the right to receive notices of, and attend all meetings of the Board and receive the same information provided to members of the Board in their capacity as such, until the Annual Meeting. (d) Following the selection of the Wattles Nominees, the Board (1) shall allow the Wattles Nominees to be non-voting observers (but not members) of the Board with the right to receive notices of, and attend all meetings of the Board and receive the same information provided to members of the Board in their capacity as such, until the Annual Meeting and (2) shall allow one of the Wattles Nominees, designated by the Wattles Group, to be a non-voting observer (but not a member) of the Executive Committee with the right to receive notices of, and attend all meetings of the Executive Committee and receive the same information provided to members of the Executive Committee in their capacity as such, until the Annual Meeting. (e) Except as provided in the next sentence, the size of the Board will not be increased to more than fifteen (15) directors at any time before the 2009 Annual Meeting and at or prior to the 2009 Meeting, the Company shall reduce the size of the Board by at least two members (provided that none of the Wattles Nominees shall be requested or required to resign or not to stand for reelection). In connection with and pursuant to a material third-party investment in the Company the Board may increase its size by up to three additional members to accommodate the appointment of up to three nominees to the Board in connection therewith. (f) If any Wattles Nominee is not elected to the Board at the Annual Meeting, (i) the Wattles Group shall thereafter be entitled to select a shareholder replacement nominee which, subject to the agreement of the Company or who and a determination by the Board’s Nominating & Governance Committee that such individual is qualified, which in each case may not be unreasonably withheld, the Company will promptly appoint to the Board to serve until the 2009 Meeting; and (ii) the Company will nominate any such replacement nominee(s) for election to the Board at the 2009 Meeting to serve for the term specified Section 1(a) for the relevant Wattles Nominee for which such replacement nominee(s) is replacing. (g) The Annual Meeting shall be a shareholder held not later than 45 days following June 24, 2008 at the time and place indicated in the notice of annual meeting to be sent to the shareholders of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the Board of Directors if said replacement will be inconsistent connection with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraphAnnual Meeting. 1.2 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph.

Board Composition. 1.1 Each (a) Effective as of the Holders who is a shareholder Effective Date (as defined in the Agreement and Plan of Reorganization, dated as of June 9, 2013, by and between Union First Market Bankshares Corporation and StellarOne Corporation (“StellarOne”), as the Company or who shall same may be a shareholder amended from time to time (the “Merger Agreement”)), and notwithstanding any other provision of the Company at any time following the date hereof, hereby undertakes these Bylaws that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees may be to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from contrary, the Board of Directors if said replacement will of the Corporation shall be comprised of nineteen directors, of which eleven shall be members of the Board of Directors of the Corporation prior to the Effective Date chosen by the Corporation prior to the Effective Date (each a “Union Director” and collectively the “Union Directors”), and eight shall be members of the Board of Directors of StellarOne prior to the Effective Date who are designated by StellarOne prior to the Effective Date by StellarOne, subject to the consent of Union which shall not be unreasonably withheld, to serve as directors of the Corporation (each a “StellarOne Director” and collectively the “StellarOne Directors”). The Union Directors and the StellarOne Directors shall be apportioned among the three classes of the Board of Directors of the Corporation in a manner as nearly equal as possible. (b) From and after the Effective Date through the third anniversary of the Effective Date, all vacancies on the Board of Directors of the Corporation created by the cessation of service of a Union Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the remaining Union Directors, and all vacancies on the Board of Directors of the Corporation created by the cessation of service of a StellarOne Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the remaining StellarOne Directors, as applicable. (c) All directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of the Union Directors shall be considered “Union Directors” for purposes of this Article II, Section 9, and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of StellarOne Directors shall be considered “StellarOne Directors” for purposes of this Article II, Section 9. (d) From and after the Effective Date through the third anniversary of the Effective Date, the provisions of this Section 9 may be modified, amended or repealed, and any Bylaw provision inconsistent with the composition indicated above. At the request provisions of ACCBTthis Section 9 may be adopted, a Holder will promptly provide ACCBT with only by an irrevocable and unconditional proxy to affirmative vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing StellarOne Directors. This Section 9 will automatically terminate and be deemed repealed in this paragraph. 1.2 Each full effective as of the Holders who is a shareholder third anniversary of the Company or who shall be a shareholder of Effective Date without any further action by the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (of the Corporation. In the event of any inconsistency between any provision of this Section 9 and any other provision of their respective committees) will constitute a minimum these Bylaws or the Corporation’s other constituent documents, the provisions of 50.1% this Section 9 are intended to control. THIS AFFILIATE AGREEMENT (fractions to be rounded up to the nearest whole number) “Agreement”), dated as of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBTJune 9, 2013, is by and among UNION FIRST MARKET BANKSHARES CORPORATION, a Holder will promptly provide ACCBT with an irrevocable Virginia corporation (“Union”), STELLARONE CORPORATION, a Virginia corporation (“StellarOne”), and unconditional proxy to vote the Holder's shares at any shareholders' meeting undersigned stockholder of StellarOne (the Company to effect “Stockholder”). All terms used herein and not defined herein shall have the foregoing meanings assigned thereto in this paragraphthe Merger Agreement (defined below).

Board Composition. 1.1 Each Following the issuance of the Holders who is a shareholder Press Release and in any event within four months of the Company or who shall be a shareholder Exchange Date, the Parent will. (i) appoint an internationally recognized director search firm to find three (3) independent directors with experience, skill and cost appropriate to the Parent for appointment to the board of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or Parent (the “New Independent Directors”); (ii) use its subsidiaries are being electedbest efforts to select and appoint such new directors within four months of the Exchange Date (but in any event shall appoint such new directors no later than six months following the Exchange Date); and (iii) form a committee of the Board consisting of Ronan O’Caoimh, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to select the New Independent Directors (the “Appointment Committee”). The Appointment Committee shall consult with and reasonably consider the views of shareholders in selecting and appointing such Holder will vote all of New Independent Directors (but shall not be bound by any such views) and shall use reasonable efforts to ensure that such New Independent Directors, collectively, have the experience, skill and cost appropriate to the Parent, including, without limitation, that at least one person has substantial public and/or private investment experience, and that one person has substantial experience at a diagnostics testing business having annualized revenues greater than $1 billion. When considering candidates the Appointment Committee shall take into consideration the need for the Parent to retain its shares Irish tax status and status as a foreign private issuer under the federal securities laws. At such that ACCBT’s time as the Appointment Committee has selected three nominees to be appointed as New Independent Directors and has received their acceptance to serve in such capacity, the relevant Board Parent shall accept the resignations of Directors (▇▇▇▇▇ ▇▇▇▇▇▇▇ and any Dr. ▇▇▇ ▇▇▇▇▇ effective from the appointment of their respective committees) the New Independent Directors. Promptly after the election of the New Independent Directors, the Parent will constitute adopt a minimum formal appointment and structured induction process for new directors that is consistent with the terms of 40% (fractions to be rounded up the 2018 version of the QCA Corporate Governance Code, to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the Board of Directors if said replacement will be inconsistent extent compatible with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable U.S. Securities and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph. 1.2 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees Exchange Commission and Nasdaq Corporate Governance standards applicable to the relevant Board of Directors (Parent and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraphParent’s existing American Depositary Receipt program.

Board Composition. 1.1 Each (a) Effective as of the Holders who is a shareholder Effective Date (as defined in the First Amended and Restated Agreement and Plan of Reorganization, dated as of March 30, 2009, between Union Bankshares Corporation and First Market Bank, FSB (“FMB”), as the Company or who shall same may be a shareholder amended from time to time (the “Merger Agreement”)), and notwithstanding any other provision of the Company at any time following the date hereof, hereby undertakes these Bylaws that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees may be to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from contrary, the Board of Directors if said replacement will of the Corporation shall be comprised of thirteen directors, of which ten shall be members of the Board of Directors of the Corporation prior to the Effective Date chosen by the Corporation prior to the Effective Date (the “UBSH Directors”), one shall be a former member of the Board of Directors of FMB chosen by the Ukrop Stockholders (as defined in the Registration Rights Agreement, dated as of , 2009 (the “Registration Rights Agreement”), between the Corporation and the persons listed on Schedule A to the Registration Rights Agreement) prior to the Effective Date (the “Ukrop Director”) and one shall be a former member of the Board of Directors of FMB chosen by ▇▇▇▇▇▇ Stockholders prior to the Effective Date (the “▇▇▇▇▇▇ Director” and, together with the Ukrop Director, the “FMB Directors”). The current Chief Executive Officer of FMB shall also be a member of the Board of Directors of the Corporation. The UBSH Directors and the FMB Directors shall be apportioned among the three classes of the Board of Directors of the Corporation in a manner as nearly equal as possible. (b) From and after the Effective Date through the third anniversary of the Effective Date, all vacancies on the Board of Directors of the Corporation created by the cessation of service of a UBSH Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by a majority of the remaining UBSH Directors, and all vacancies on the Board of Directors of the Corporation created by the cessation of service of a FMB Director shall be filled by a nominee proposed to the nominating committee of the Board of Directors of the Corporation by the Ukrop Stockholders or ▇▇▇▇▇▇ Stockholders, as applicable. (c) All directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of the UBSH Directors shall be considered “UBSH Directors” for purposes of this Section 9, and all directors so nominated and appointed or elected to the Board of Directors of the Corporation by proposal of either the Ukrop Stockholders or the ▇▇▇▇▇▇ Stockholders shall be considered “FMB Directors” for purposes of this Section 9. (d) The provisions of this Section 9 may be modified, amended or repealed, and any By-law provision inconsistent with the composition indicated above. At the request provisions of ACCBTthis Section 9 may be adopted, a Holder will promptly provide ACCBT with only by an irrevocable and unconditional proxy to affirmative vote the Holder's shares at any shareholders' meeting of the Company to effect FMB Directors. In the foregoing in event of any inconsistency between any provision of this paragraph. 1.2 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (Section 9 and any other provision of their respective committees) will constitute a minimum these By-laws or the Corporation’s other constituent documents, the provisions of 50.1% (fractions this Section 9 are intended to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraphcontrol.

Board Composition. 1.1 Each of The parties have agreed that subject to completion, Mr ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will resign from the Holders who is a shareholder Board and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ will be appointed to the Board as Non-Executive Directors. The Majority Shareholders have provided standard warranties and representations in favour of the Company or who shall be a shareholder in relation to the acquisition of 100% of the issued capital of Platypus in the Share Sale Agreement. Platypus and the Platypus Directors have provided warranties relating to Platypus and its business in favour of the Company. Minera Chanape and the Minera Chanape Warranty Givers have provided warranties relating to the Minera Chanape permits and the Minera Chanape Agreement. The Share Sale Agreement otherwise contains standard clauses typical for an agreement of this nature. The conditions precedent to completion of the acquisition of 100% of the issued capital of Platypus are set out below: (a) No breach of the Share Sale Agreement by the Company – as at completion, the Company has not materially breached the Share Sale Agreement. Majority Shareholders and Platypus (b) No breach of agreements by Platypus or the Vendors – as at completion, none of the Majority Shareholders, Platypus Shareholders or Platypus has materially breached the Share Sale Agreement or Share Sale Letters (as applicable). the Company (c) Minera Chanape Agreement1 – no termination, or threatened termination of the Minera Chanape Agreement; or the existence of any time following matter that would prevent completion of the transactions contemplated by the Minera Chanape Agreement. the Company 1 Platypus owns 10% of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and has the rights to purchase the remaining 90% of the shares in Minera Chanape that it does not currently hold in accordance with the Minera Chanape Agreement. A summary of the Minera Chanape Agreement is set out in the announcement dated 29 July 2013. (d) Warranties - the warranties given by the Majority Shareholders, Platypus, the Platypus Directors, Minera Chanape and the Minera Chanape Warranty Givers remaining true and correct at completion the Company (e) Shareholder approval – the Company obtaining all necessary shareholder approvals required under the Listing Rules and the Corporations Act to give effect to the Share Sale including, without limitation, shareholder approval under Listing Rules 7.1, 10.11 and 11.1.2 and section 208 of the Corporations Act, to the extent that such shareholder approvals are required. the Company (f) No Material Adverse Change – no material adverse change occurring between the date hereof, hereby undertakes that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors execution of the Company or its subsidiaries are being elected, such Holder will vote all Share Sale Agreement and the date of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of completion as determined by the Company to replace an ACCBT nominee from in its sole discretion. the Board of Directors if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph. 1.2 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph.Company

Board Composition. 1.1 Each (i) Following the execution of this Agreement, the Board and any applicable committees thereof shall take all necessary actions to appoint J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to the Board to serve as a Class III director, with a term expiring at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”), in accordance with the Charter, the Bylaws and the DGCL. In addition, following the execution of this Agreement, the Board and the Engaged Group shall cooperate to jointly identify a candidate (the “Additional Independent Director” and, together with M▇. ▇▇▇▇▇▇▇▇, the “New Directors”) for appointment to the Board. Any Additional Independent Director candidate shall be subject to the review and approval of the Holders who is a shareholder Nominating and Corporate Governance Committee of the Company or who Board (the “Nominating Committee”) and the Board, shall be reasonably acceptable to the Engaged Group, and shall (unless waived by the Board) satisfy the Director Criteria. The Additional Independent Director shall serve as a shareholder Class II director of the Board. Following the joint identification of the Additional Independent Director, the Board and any applicable committees thereof shall take all necessary actions to appoint the Additional Independent Director as a member of the Board in accordance with the Charter, the Bylaws and the DGCL. To the extent the Additional Independent Director is appointed to the Board prior to the 2023 Annual Meeting, he or she shall be included on the Company’s slate of director nominees for election at the 2023 Annual Meeting with the other Class II directors, and the Company at any time following shall solicit proxies in favor of the date hereofelection of, hereby undertakes that immediately following and otherwise support the election of, the Additional Independent Director in a payment by ACCBT of its first USD $1 million towards manner no less rigorous and favorable than the Subscription Price, then at any shareholders’ meeting manner in which directors the Company supports its other nominees for election at the 2023 Annual Meeting (provided, that the Additional Independent Director will not be appointed to the Board during the period beginning on the filing of the Company Company’s definitive proxy statement for the 2023 Annual Meeting with the SEC and ending at the 2023 Annual Meeting). The Nominating Committee’s and the Board’s determination that any candidate is reasonably acceptable to them shall be subject to their review of a fully completed copy of the Company’s standard director & officer questionnaire submitted by the candidate and, if desired by the Nominating Committee or its subsidiaries are being electedthe Board, such Holder will vote all completion of its shares such that ACCBT’s nominees a customary background check with respect to the relevant candidate. (ii) The Board will consist of Directors no more than eleven (and any of their respective committees11) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) members as of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares conclusion of the Company to replace an ACCBT nominee from the Board of Directors if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph2024 Annual Meeting. 1.2 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph.

Board Composition. 1.1 Each i. Within 5 days after the Effective Date, LIDAK shall take all necessary action to (1) postpone the 1998 Annual Meeting in accordance with this Section 5(c), and (2) appoint and direct ▇▇▇ ▇▇▇▇▇ or his nominee and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as members of an AD HOC search committee (the Holders "Search Committee") to identify and recruit within 20 calendar days three independent directors willing to join the LIDAK Board, at least one of whom has significant experience within the pharmaceutical industry (each, an "Independent Nominee"), although the Search Committee shall use its best efforts to identify and recruit Independent Nominees who have significant experience within the pharmaceutical industry. If the Search Committee is a shareholder unable to reach agreement on three nominees to be reported to the LIDAK Board within the time period specified, within 3 business days after the expiration of such 20 day period the Company or Parties shall jointly retain the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ B. Wiener, retired, who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its first USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s select however many nominees to the relevant LIDAK Board are necessary in order that three nominees are reported to the LIDAK Board. Judge Wiener shall select nominees consistent with the Search Committee criteria set forth above in this Section 5(c)(i) and shall not select nominees with familial or material, personal or business relationships with the parties, other directors or nominees, or their respective counsel. Judge Wiener shall, as soon as practicable, after his retention, select and report to the LIDAK Board his nominees. The cost of retaining Judge Wiener shall be borne equally by LIDAK, on the one hand, and HealthMed, on the other hand. Any of the Parties may nominate persons to be considered by Judge Wiener for selection but Judge Wiener may disregard any such nomination and make his selection in any way he chooses. Judge Wiener's decision shall be final and binding on the Parties. ii. Within 3 business days after the Search Committee and/or Judge Wiener reports to the LIDAK Board that it has obtained the consent of three qualified Independent Nominees to serve on the LIDAK Board and LIDAK has received all information about these individuals and Rutland and ▇▇▇▇▇▇▇▇ which is required for inclusion in the LIDAK supplemental Proxy Statement, LIDAK shall file with the SEC and, as promptly as practicable after the SEC has cleared such materials, distribute to its shareholders a supplemental Proxy Statement and proxy presenting for action at the 1998 Annual Meeting containing, along with any other proposals presented by the Board, the following proposals: (A) The adoption of an amendment to Article III of LIDAK's Bylaws expanding the authorized number of directors to a minimum of 5 and maximum of 9. (B) The adoption of an amendment to Article III of LIDAK's Bylaws creating three classes of directors, with Class I serving an initial term until the 1999 Annual Meeting, Class II serving an initial term until the 2000 Annual Meeting and Class III serving an initial term until the 2001 Annual Meeting, with the initial terms for all classes to be followed by full three year terms for each such Class. (C) The reconstitution of the existing Board of Directors (and any of their respective committees) will constitute a minimum of 40% (fractions to be rounded up to the nearest whole number) election of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of following persons, as necessary, into the Company to replace an ACCBT nominee from the Board of Directors if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph. 1.2 Each of the Holders who is a shareholder of the Company or who shall be a shareholder of the Company at any time following the date hereof, hereby undertakes that immediately following a payment by ACCBT of its second USD $1 million towards the Subscription Price, then at any shareholders’ meeting in which directors of the Company or its subsidiaries are being elected, such Holder will vote all of its shares such that ACCBT’s nominees to the relevant Board of Directors (and any of their respective committees) will constitute a minimum of 50.1% (fractions to be rounded up to the nearest whole number) of the relevant board or committee. Such Holder additionally undertakes that it shall not vote any of its shares of the Company to replace an ACCBT nominee from the board if said replacement will be inconsistent with the composition indicated above. At the request of ACCBT, a Holder will promptly provide ACCBT with an irrevocable and unconditional proxy to vote the Holder's shares at any shareholders' meeting of the Company to effect the foregoing in this paragraph.Classes: